Separateness Representations. Borrower represents that from the date of its formation, each of the following is true: (i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party. (ii) Borrower has paid all of its debts and liabilities from its assets. (iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence. (iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entity. (v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met: (A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person. (B) Such assets were also listed on Borrower’s own separate balance sheet. (vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person. (vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate). (viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity. (ix) Borrower has conducted all of its business and held all of its assets in its own name. (x) Borrower has not identified itself or any of its affiliates as a division or part of the other. (xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name. (xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name. (xiii) Borrower has not guaranteed or become obligated for the debts of any other Person. (xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person. (xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate. (xvi) Borrower has not pledged its assets to secure the obligations of any other Person. (xvii) Borrower has maintained adequate capital in light of its contemplated business operations. (xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds. (xix) Borrower has not owned any subsidiary or any equity interest in any other entity. (xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness that is permitted under the Loan Documents. (xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents. (xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 5 contracts
Samples: Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtednessindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 5 contracts
Samples: Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other PersonPerson or entity; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 5 contracts
Samples: Multifamily Loan and Security Agreement (Independence Realty Trust, Inc), Multifamily Loan and Security Agreement (Independence Realty Trust, Inc), Multifamily Loan and Security Agreement (Independence Realty Trust, Inc)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized used separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtednessindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 4 contracts
Samples: Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Apartment REIT, Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtednessindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 3 contracts
Samples: Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.), Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.)
Separateness Representations. Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
provided that (A) Appropriate appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
Person and (B) Such such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).;
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 3 contracts
Samples: Multifamily Loan and Security Agreement (Preferred Apartment Communities Inc), Multifamily Loan and Security Agreement (Preferred Apartment Communities Inc), Multifamily Loan and Security Agreement (Preferred Apartment Communities Inc)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees employees, if any, in light of its contemplated business operations and has paid the salaries of its own employees employees, if any, from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 2 contracts
Samples: Multifamily Loan and Security Agreement, Multifamily Loan and Security Agreement (CNL Growth Properties, Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except Borrower has (A) filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with respect to any other Person, and (B) maintained all of its books, records, financial statements which are covered by subsection and bank accounts separate from those of any other Person.] [(viv) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.]
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet. [(vi) Reserved.]
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.]
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other. [(xi) Reserved.
] [(xi) Borrower has maintained and utilized used separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.]
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 2 contracts
Samples: Multifamily Loan and Security Agreement (Strategic Student & Senior Housing Trust, Inc.), Multifamily Loan and Security Agreement (Strategic Student & Senior Housing Trust, Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.)
Separateness Representations. The following separateness representations are made by each Borrower that is a Recycled Borrower. Each Recycled Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower other than contracts or agreements entered into with the other Borrower entities in connection with the Mortgaged Property, has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) In connection with their operation of the Mortgaged Property Borrower has paid all of its debts and liabilities from its assets., or the assets of the other Borrower. Entities
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson except for the Shared Books, Records and Accounts (as defined in the Loan Agreement) with respect to the other Borrower Entities.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included Person except for the Shared Financial Statements (as defined in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheetLoan Agreement.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower, except with respect to the other Borrower Entities in connection with Borrower’s operation of the Mortgaged Property as a single integrated project, has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity, except with respect to the other Borrower Entities in connection with Borrower’s operation of the Mortgaged Property as a single integrated project.
(ix) Borrower, except with respect to the other Borrower in connection with Borrower’s operation of the Mortgaged Property as a single integrated project, has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other, except with respect to the other Borrower Entities in connection with Borrower’s operation of the Mortgaged Property as a single integrated project.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own namename (except to the extent maintained and/or used with respect to the other Borrower Entities in connection with Borrower’s operation of the Mortgaged Property as a single integrated project).
(xii) Borrower except with respect to assets jointly held with the other Borrower Entities in connection with the operation of the Mortgaged Property as a single integrated project, has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person, except with respect to debts or obligations jointly incurred with the other Borrower Entities in connection with the Loan and in connection with the operation of the Mortgaged Property as a single integrated project, other than pursuant to that certain Subsidiary Guaranty executed by Borrower for the benefit of The Huntington National Bank (“Huntington”) in connection with Borrower’s acquisition of the Mortgaged Property, pursuant to which Borrower guaranteed certain obligations of Independence Realty Operating Partnership, LP to Huntington, which such Subsidiary Guaranty has been terminated on or prior to the date hereof.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person, except with respect to debts or obligations jointly incurred with the other Borrower Entities in connection with the Loan and in connection with Borrower’s operation of the Mortgaged Property as a single integrated project.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson (except with respect to the other Borrower Entities in connection with the Loan and in connection with the operation of the Mortgaged Property as a single integrated project) and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except with respect to the other Borrower Entities in connection with the Loan and in connection with the operation of the Mortgaged Property as a single integrated project and except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Independence Realty Trust, Inc)
Separateness Representations. Borrower hereby represents that from the date of its formationformation as a Georgia limited liability company, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
provided that (A) Appropriate appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
Person and (B) Such such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).;
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
(xxiii) Borrower has done or caused to be done all things necessary to convert from a Georgia limited liability company to a Delaware limited liability company in accordance with all applicable laws.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Preferred Apartment Communities Inc)
Separateness Representations. Borrower represents represents, as of the date hereof, that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other PersonPerson or entity; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person, except pursuant to the Cross-Collateralization Agreement.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations; provided, however, the aforementioned shall not be deemed to require any direct or indirect member of Borrower to contribute additional capital to Borrower.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate, except for the Facility Operator pursuant to the Operating Lease.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (New Senior Investment Group Inc.)
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.. [CHOOSE ONE SUBSECTION (iv)] [USE THE FOLLOWING FOR LOANS $15,000,000 OR LESS; DO NOT INSERT IF THE LOAN IS (I) PART OF A CROSSED POOL THAT IN THE AGGREGATE IS GREATER THAN $15,000,000 OR (II) A SUPPLEMENTAL LOAN AND THE AGGREGATE LOAN AMOUNT SECURED BY THE PROPERTY EXCEEDS $20,000,000]
(iv) Except Borrower has (A) filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with respect to any other Person, and (B) maintained all of its books, records, financial statements which are covered by subsection and bank accounts separate from those of any other Person.] [USE THE FOLLOWING FOR ALL OTHER LOANS] [(viv) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.]
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet. [CHOOSE ONE SUBSECTION (vi)] [USE THE FOLLOWING FOR LOANS $15,000,000 OR LESS; DO NOT INSERT IF THE LOAN IS (I) PART OF A CROSSED POOL THAT IN THE AGGREGATE IS GREATER THAN $15,000,000 OR (II) A SUPPLEMENTAL LOAN AND THE AGGREGATE LOAN AMOUNT SECURED BY THE PROPERTY EXCEEDS $20,000,000] [(vi) Reserved.] [USE THE FOLLOWING FOR ALL OTHER LOANS]
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.]
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other. [CHOOSE ONE SUBSECTION (xi)] [USE THE FOLLOWING FOR LOANS $15,000,000 OR LESS; DO NOT INSERT IF THE LOAN IS (I) PART OF A CROSSED POOL THAT IN THE AGGREGATE IS GREATER THAN $15,000,000 OR (II) A SUPPLEMENTAL LOAN AND THE AGGREGATE LOAN AMOUNT SECURED BY THE PROPERTY EXCEEDS $20,000,000] [(xi) Reserved.
] [USE THE FOLLOWING FOR ALL OTHER LOANS] [(xi) Borrower has maintained and utilized used separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.]
Appears in 1 contract
Samples: Continuing Covenant Agreement
Separateness Representations. [CHOOSE ONE ALTERNATIVE ACCORDING TO THE INSTRUCTIONS IN THE COMMITMENT/XXXX: Each Co-Owner Borrower makes the following separateness representations, and for the purposes of this Section 5.40(b), the terms “Borrower,” “itself” and “it” will each refer to each of the Borrower Entities on an individual basis. Each Co-Owner Borrower represents that from as of the date of its formationthis Loan Agreement, each of the following is true:: OR The following Borrower Entities each make the following separateness representations: LIST RECYCLED BORROWER ENTITIES, and for the purposes of this Section 5.40(b), the terms “Borrower,” “itself” and “it” will each refer to each of the listed Borrower Entities on an individual basis. Each of the Borrower Entities listed in this Section 5.40(b) represents that as of the date of this Loan Agreement, each of the following is true:]
(i) Other than contracts or agreements entered into with the other Borrower Entities in connection with the Mortgaged Property, Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) In connection with its operation of the Mortgaged Property, Borrower has paid (or has caused Property Manager to pay, on behalf of Borrower and from Borrower’s funds) all of its debts and liabilities from its assetsassets or the assets of the other Borrower Entities, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
. [(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entity.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viiiB) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted maintained all of its business books, records, financial statements and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized bank accounts separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with from those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated except for the debts of any Shared Books, Records and Accounts with respect to the other Person.
Borrower Entities (xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
if any)]. [(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xviiiv) Borrower has maintained adequate capital in light all of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number books, records, financial statements and bank accounts separate from those of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, Person except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests Shared Books, Records and Accounts with respect to the Mortgaged Property are an Affiliate of other Borrower or other Related Party AffiliateEntities (if any).]
Appears in 1 contract
Samples: Loan Agreement
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized used separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtednessindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.. B. The following definition is added to Article XII:
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.)
Separateness Representations. Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).;
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.. B. The following definition is added to Article XII:
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Separateness Representations. Borrower represents that from the date of its SPE Equity Owner’s formation, each of the following is true:
(i) Borrower SPE Equity Owner has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower SPE Equity Owner has paid all of its debts and liabilities from its assets.
(iii) Borrower SPE Equity Owner has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower SPE Equity Owner has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower SPE Equity Owner has not had its assets listed as assets on the financial statement of any other Person; provided, however, that BorrowerSPE Equity Owner’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower SPE Equity Owner from such Affiliate and to indicate that BorrowerSPE Equity Owner’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on BorrowerSPE Equity Owner’s own separate balance sheet.
(vi) Borrower SPE Equity Owner has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower SPE Equity Owner has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower SPE Equity Owner has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower SPE Equity Owner has conducted all of its business and held all of its assets in its own name.
(x) Borrower SPE Equity Owner has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower SPE Equity Owner has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower SPE Equity Owner has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower SPE Equity Owner has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower SPE Equity Owner has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower SPE Equity Owner has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower SPE Equity Owner has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Project Loan.
(xvii) Borrower SPE Equity Owner has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower SPE Equity Owner has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower SPE Equity Owner has not owned any subsidiary or any equity interest in any entity other entitythan Borrower.
(xx) Borrower SPE Equity Owner has not incurred any indebtedness that is still outstanding other than Iindebtedness indebtedness that is permitted under the Loan Financing Documents.
(xxi) Borrower SPE Equity Owner has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Project Loan) or guarantees that are expressly contemplated by the Loan Financing Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower SPE Equity Owner or other Related Party Affiliate.
Appears in 1 contract
Samples: Continuing Covenant Agreement
Separateness Representations. Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person Person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliate provided that (A) appropriate notation will be made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or entityany other Person and (B) such assets will also be listed on Borrower’s own separate balance sheet.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).;
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees (if any) in light of its contemplated business operations and has paid the salaries of its own employees employees, if any, from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
. (xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (CNL Healthcare Properties, Inc.)
Separateness Representations. Borrower represents that from the date of its formationformation of Original Entity, as of the date hereof, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other PersonPerson or entity; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person, except for the following liabilities incurred by Original Entity: (A) mortgage debt being repaid in full with the proceeds of the Loan; and (B) other liabilities incurred in the ordinary course of business relating solely to the ownership and operation of the Mortgaged Property, for which Borrower has set aside sufficient funds as of the date of this Certification to satisfy these obligations within three (3) months of the date of this Certification which period is within the ordinary course for such payments.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations; provided, however, the aforementioned shall not be deemed to require any direct or indirect member of Borrower to contribute additional capital to Borrower.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
(xxiii) Borrower has done or caused to be done all things necessary to convert from an Oregon limited liability company to a Delaware limited liability company, in accordance with all applicable laws.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (New Senior Investment Group Inc.)
Separateness Representations. Borrower represents represents, as of the date hereof, that from the date of its formation, each of the following is true:
(i) Except for capital contributions or capital distributions permitted under the terms and conditions of its organizational documents, Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person, except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized used, to the extent applicable, separate stationery, invoices and checks bearing its own namename and not bearing the name of any other entity unless such entity is clearly designated as being Borrower’s agent.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name, except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person, except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person, except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person, except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations; provided, however, the aforementioned shall not be deemed to require any direct or indirect [member] [partner] of Borrower to contribute additional capital to Borrower.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan DocumentsDocuments (except with respect to co-borrowers under prior financings that have been repaid or otherwise discharged or that will be repaid or otherwise discharged as of the closing of the Loan).
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees guaranteeswith respect to co-borrowers under prior financings that have been either released releasedrepaid or otherwise discharged (or that will be repaid or otherwise discharged as a result of the closing of the Loan, other than obligations under customary environmental indemnities that survived the satisfaction of such prior financings (but, pursuant to the Phase I environmental Site Assessment referenced above, such indemnities are de minimis) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (New Senior Investment Group Inc.)
Separateness Representations. Borrower represents that from the date of its SPE Equity Owner’s formation, each of the following is true:
(i) Borrower SPE Equity Owner has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower SPE Equity Owner has paid all of its debts and liabilities from its assets.
(iii) Borrower SPE Equity Owner has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower SPE Equity Owner has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower SPE Equity Owner has not had its assets listed as assets on the financial statement of any other Person; provided, however, that BorrowerSPE Equity Owner’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower SPE Equity Owner from such Affiliate and to indicate that BorrowerSPE Equity Owner’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on BorrowerSPE Equity Owner’s own separate balance sheet.
(vi) Borrower SPE Equity Owner has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower SPE Equity Owner has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower SPE Equity Owner has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower SPE Equity Owner has conducted all of its business and held all of its assets in its own name.
(x) Borrower SPE Equity Owner has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower SPE Equity Owner has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower SPE Equity Owner has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower SPE Equity Owner has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower SPE Equity Owner has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower SPE Equity Owner has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower SPE Equity Owner has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower SPE Equity Owner has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower SPE Equity Owner has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower SPE Equity Owner has not owned any subsidiary or any equity interest in any entity other entitythan Borrower.
(xx) Borrower SPE Equity Owner has not incurred any indebtedness that is still outstanding other than Iindebtedness indebtedness that is permitted under the Loan Documents.
(xxi) Borrower SPE Equity Owner has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower SPE Equity Owner or other Related Party Affiliate.
Appears in 1 contract
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s 's assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other Person.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtednessindebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Steadfast Income REIT, Inc.)
Separateness Representations. Borrower represents that from the date of its SPE Equity Owner’s formation, each of the following is true:
(i) Borrower Reserved
(ii) SPE Equity Owner has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(iiiii) Borrower SPE Equity Owner has paid all of its debts and liabilities from its assets.
(iiiiv) Borrower SPE Equity Owner has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower SPE Equity Owner has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(vvi) Borrower SPE Equity Owner has not had its assets listed as assets on the financial statement of any other Person; provided, however, that BorrowerSPE Equity Owner’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower SPE Equity Owner from such Affiliate and to indicate that BorrowerSPE Equity Owner’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on BorrowerSPE Equity Owner’s own separate balance sheet.
(vivii) Borrower SPE Equity Owner has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(viiviii) Borrower SPE Equity Owner has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viiiix) Borrower SPE Equity Owner has corrected any known misunderstanding regarding its status as a separate entity.
(ixx) Borrower SPE Equity Owner has conducted all of its business and held all of its assets in its own name.
(xxi) Borrower SPE Equity Owner has not identified itself or any of its affiliates as a division or part of the other.
(xixii) Borrower SPE Equity Owner has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xiixiii) Borrower SPE Equity Owner has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiiixiv) Borrower SPE Equity Owner has not guaranteed or become obligated for the debts of any other Person.
(xivxv) Borrower SPE Equity Owner has not held itself out as being responsible for the debts or obligations of any other Person.
(xvxvi) Borrower SPE Equity Owner has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvixvii) Borrower SPE Equity Owner has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Project Loan.
(xviixviii) Borrower SPE Equity Owner has maintained adequate capital in light of its contemplated business operations.
(xviiixix) Borrower SPE Equity Owner has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xixxx) Borrower SPE Equity Owner has not owned any subsidiary or any equity interest in any entity other entitythan Borrower.
(xxxxi) Borrower SPE Equity Owner has not incurred any indebtedness that is still outstanding other than Iindebtedness indebtedness that is permitted under the Loan Financing Documents.
(xxixxii) Borrower SPE Equity Owner has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Project Loan) or guarantees that are expressly contemplated by the Loan Financing Documents.
(xxiixxiii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower SPE Equity Owner or other Related Party Affiliate.
Appears in 1 contract
Samples: Continuing Covenant Agreement
Separateness Representations. Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’sarm's-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entityPerson.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).;
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the debts or obligations of any other Person.
(xv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party Affiliate.
(xvi) Borrower has not pledged its assets to secure the obligations of any other PersonPerson and no such pledge remains outstanding except in connection with the Loan.
(xvii) Borrower has maintained adequate capital in light of its contemplated business operations.
(xviii) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds.
(xix) Borrower has not owned any subsidiary or any equity interest in any other entity.
(xx) Borrower has not incurred any indebtedness that is still outstanding other than Iindebtedness Indebtedness that is permitted under the Loan Documents.
(xxi) Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents.
(xxii) None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party Affiliate.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Bluerock Residential Growth REIT, Inc.)