Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (ii) The Transferor shall not direct or participate in the management of any other entity's operations. (iii) The Transferor shall conduct its business from an office separate from that of any other entity (but which may be located in the same facility as one or more of the Other Corporations). (iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business. (v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vi) The Transferor shall maintain its assets and transactions separately from those of any other entity and reflect such assets and transactions in financial statements separate and distinct from those of any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entity. The Transferor shall hold itself out to the public under the Transferor's own name as a legal entity separate and distinct from all other entities. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entity. (vii) The Transferor shall not become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entity. (viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any other entity or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5 (ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entity. (x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings. (xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity. (xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Ios Capital Inc), Receivables Transfer Agreement (Ikon Office Solutions Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one two independent director, who directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Originator Seller or any Other Corporation, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(iii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Corporations’ operations.
(iiiii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iviii) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(viv) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(viv) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Corporations.
(viivi) The Transferor Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Corporation.
(viiivii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Corporation.
(ixviii) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Corporations.
(xix) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xix) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Corporations.
(xiixi) The Transferor Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documentsthe Agreement and as contemplated by the Purchase Agreement.
(xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement and Purchase and Contribution Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals Inc /De)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one two independent director, who directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Originator Seller or any Other Corporation, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(iii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Corporations’ operations.
(iiiii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iviii) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(viv) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(viv) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Corporations.
(viivi) The Transferor Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Corporation.
(viiivii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Corporation.
(ixviii) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Corporations.
(xix) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xix) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Corporations.
(xiixi) The Transferor Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documentsthe Agreement and as contemplated by the Purchase Agreement.
(xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions delivered pursuant to Amendment No. 1416 to the Agreement, dated on or about JuneMay 24, 20222024.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement and Amendment (United Rentals North America Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one two independent director, who directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Originator Seller or any Other Corporation, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(iii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Corporations’ operations.
(iiiii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iviii) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(viv) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(viv) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Corporations.
(viivi) The Transferor Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Corporation.
(viiivii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Corporation.
(ixviii) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Corporations.
(xix) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xix) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Corporations.
(xiixi) The Transferor Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documentsthe Agreement and as contemplated by the Purchase Agreement.
(xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinionopinions delivered pursuant to paragraph (1)(j) of Exhibit IIAmendment No. 13 to the Agreement, dated on or about June 25, 2021.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Originator and Seller, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) who (A) has prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies' operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5
(ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entityOther Company.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Northern Indiana Public Service Co)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who (xw) is not currently and has not been during the five (5) years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Originator and Seller, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) who (A) has prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies' operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies except as expressly contemplated by the Sale Agreement.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors and Directors, make and retain minutes of such meetingsmeetings and otherwise observe all corporate formalities.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies, in each case to the extent such bills of sale and UCC-1 financing statements would be customarily prepared in transactions with non-Affiliates.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Agreement and as contemplated by the Sale Agreement.
(xiii) The Seller shall prepare its organizational documentsfinancial statements separately from those of any of the Other Companies and shall insure that any consolidated financial statements of any Other Company that are filed with the Securities and Exchange Commission or any other governmental agency or are furnished to any creditors of any Other Company do not treat any of the Pool Receivables as an asset of the Originator.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Columbia Energy Group)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany (except as an independent manager of an Affiliate of the Seller which is a bankruptcy-remote special purpose entity), (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies’ operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of The Seller shall maintain all appropriate organizational formalities in accordance with the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetingsDelaware Limited Liability Company Act.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies (in the case of the Receivables, as and to the extent provided by the Originator Purchase Agreement).
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the Originator Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Part I (Assumptions of Fact) of the true sale and non-consolidation opinion of Ropes & Xxxx LLP delivered pursuant to Section 3.01(b)(vii) of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (BRP Japan Co. Ltd.)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, who director (x) who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies' operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing statementsstatements or other appropriate registrations, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the Originator Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs I. A. 1-2 on pages 5-11 of the true sale and substantive non-consolidation opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP delivered pursuant to Section 3.01(g) of the Original RPA.
Appears in 1 contract
Samples: Receivables Purchase Agreement (AbitibiBowater Inc.)
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates[Intentionally Omitted.]
(ii) The Transferor Borrower shall not direct or participate in the management of any of the Other Companies' operations or of any other entityPerson's operations.
(iii) The Transferor Borrower shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Borrower shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Borrower shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Borrower shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Borrower shall hold itself out to the public under the TransferorBorrower's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Borrower shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Borrower shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member The Borrower shall comply in all material respects with its organizational documents and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetingsresolutions.
(xi) The Transferor Borrower shall have bills recorded any security interests in its Register of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsMortgages and Charges, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and the other Transaction Documents.
(xiii) [Intentionally Omitted.]
Appears in 1 contract
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one two independent director, who directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Originator Seller or any Other Corporation, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(iii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Corporations’ operations.
(iiiii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iviii) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(viv) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(viv) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any the Other Corporations. Each of the following, unless waived in writing by the Required Purchaser Agents (other entity.than as set forth in paragraph (e) which cannot be waived), shall be a “Collection Agent Default”:
(viia) The Transferor Collection Agent (if United Rentals or any of its Affiliates is the Collection Agent) (i) shall not become liable fail to perform or observe in any material respect any term, covenant or agreement under the Agreement (other than as a guarantor referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for 10 Business Days or otherwise with respect (ii) shall fail to any Debt or contractual obligation of any other entity.
(viii) The Transferor shall not make when due any payment or distribution deposit to be made by it under the Transaction Documents and such failure to pay or deposit shall remain unremedied for three Business Days; or
(b) The Collection Agent shall fail to transfer to the Administrative Agent when requested any rights, pursuant to the Agreement, which it then has as Collection Agent and any such failure to transfer shall remain unremedied for three Business Days; or
(c) Any representation or warranty made or deemed made by the Collection Agent (or any of assets with respect its officers) pursuant to any obligation of the Agreement or any other entity Transaction Document or grant an Adverse Claim any information or report delivered by the Collection Agent pursuant to the Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and such incorrectness or untruth is incapable of remedy or, if capable of remedy, is not corrected or cured within 30 days of the earlier of the Collection Agent becoming aware of such incorrectness or untruth or written notice thereof being given to the Collection Agent by the Administrative Agent or any Purchaser Agent; or
(d) The Collection Agent shall fail to pay any principal of or premium or interest on any of its assets Debt that is outstanding in a principal amount of at least $150200,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to secure any obligation of such Debt; or any other entity. IV_5event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
(ixe) The Transferor Collection Agent shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make loansa general assignment for the benefit of creditors or file a notice of intention to make a proposal to some or CONFORMED COPY INCORPORATING AMENDMENT NO. 56 EFFECTIVE AS OF JUNE 29, advances or otherwise extend credit 201828, 2019 PRELIMINARY STATEMENTS 11 ARTICLE I DEFINITIONS 11 SECTION 1.01 Certain Defined Terms 11 SECTION 1.02 Other Terms 88 ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS 88 SECTION 2.01 Facility 88 SECTION 2.02 Making Purchases 88 SECTION 2.03 Contributions 99 SECTION 2.04 Collections 99 SECTION 2.05 Settlement Procedures 1010 SECTION 2.06 Payments and Computations, Etc. 1010 ARTICLE III CONDITIONS OF PURCHASES 11 SECTION 3.01 Conditions Precedent to any other entity.
(x) Each of Initial Purchase from the Transferor's sole member Originator 11 SECTION 3.02 Conditions Precedent to All Purchases and manager shall hold regular duly noticed meetings of its respective Board of Directors Contributions 1212 SECTION 3.03 Certification as to Representation and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.Warranties 1313
Appears in 1 contract
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates[Intentionally Omitted.]
(ii) The Transferor Borrower shall not direct or participate in the management of any of the Other Companies’ operations or of any other entity's Person’s operations.
(iii) The Transferor Borrower shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Borrower shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Borrower shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Borrower shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Borrower shall hold itself out to the public under the Transferor's Borrower’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Borrower shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Borrower shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member The Borrower shall comply in all material respects with its organizational documents and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetingsresolutions.
(xi) The Transferor Borrower shall have bills recorded any security interests in its Register of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsMortgages and Charges, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and the other Transaction Documents.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, manager who (xA) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, manager or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (yB) is not a current or former officer or employee of the Originator Seller and (zC) is not a stockholder or membership interest owner of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies’ operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies other entitythan Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the Originator Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Section I (captioned “Assumptions of Fact”) of the opinion of Hxxxxx & Lxxx, L.L.P. delivered pursuant to Section 3.01(g) and designated as Annex C to this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Electronic Data Systems Corp /De/)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Seller, Originator or any Other CorporationCompany (other than a special purpose finance company that is a Subsidiary of the Parent), (yx) is not a current or former officer or employee of the Originator and Seller, (zy) is not a stockholder of Parent or any Other Corporation Company or any of their respective Affiliates, and (z) is reasonably acceptable to the Agent.
(ii) The Transferor Seller shall not direct or participate in the management of any of the Other Companies’ operations or of any other entity's Person’s operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and, if applicable, a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all the Other Companies and any other entitiesPerson. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies or any other entityPerson.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies or any other Person, except as permitted by its organizational documentsthis Agreement and as contemplated by the Secondary Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the section captioned “Assumptions of Fact” of the non-substantive consolidation opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP delivered pursuant to Section 3.01(g) and designated as Annex C to this Agreement.
Appears in 1 contract
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and otherwise meets the requirements of an independent director under the Seller's certificate of incorporation.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies' operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies, provided that such office would not be reasonably likely to mislead a Person as to the separate identity of the Originator and the Seller). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entity. the Other Companies.
(vii) The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entities. the Other Companies.
(viii) The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(viiix) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viiix) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ixxi) The Transferor Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies other entitythan Purchaser Loans (as defined in the PCA) on the terms and conditions set forth in the PCA.
(xxii) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors directors and make and retain minutes of such meetingsmeetings (or otherwise duly effect the same by means of written consents).
(xixiii) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xiixiv) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the PCA and the other Transaction Documents.
(xv) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the "Assumption of Facts" section of the opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx and Woloskly LLP delivered pursuant to Section 3.01(g) and designated as Annex C to this Agreement. (m)
Appears in 1 contract
Samples: Receivables Purchase Agreement (Dal Tile International Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Seller, Originator or any Other CorporationCompany (other than a special purpose finance company that is a Subsidiary of the Parent), (yx) is not a current or former officer or employee of the Originator and Seller, (zy) is is
not a stockholder of Parent or any Other Corporation Company or any of their respective Affiliates, and (z) is reasonably acceptable to the Agent.
(ii) The Transferor Seller shall not direct or participate in the management of any of the Other Companies' operations or of any other entityPerson's operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and, if applicable, a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all the Other Companies and any other entitiesPerson. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies or any other entityPerson.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsstatements and amendments thereto, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies or any other Person, except as permitted by its organizational documentsthis Agreement and as contemplated by the Secondary Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) (A) each of the facts and assumptions contained in the section captioned "Assumptions of Fact" of the non-substantive consolidation opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, and (B) each of the facts and assumptions in the section captioned "Facts and Assumptions" of the DST Systems, Inc. Transaction - True Sale opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, each delivered pursuant to Section 3.01(g) and designated as Annex C to this Agreement.
Appears in 1 contract
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of the Parent or an Affiliate of the Originator Parent, other than an independent member, director or manager of any Other Corporationbankruptcy remote, special purpose Affiliate of the Parent, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder otherwise meets the requirements of any Other Corporation or any of their respective Affiliatesan independent manager under the Seller's limited liability company agreement.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies' operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a 45 51 guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies other entitythan Purchaser Loans (as defined in the Parent/Seller Purchase Agreement) on the terms and conditions set forth in the Parent/Seller Purchase Agreement.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors members and make and retain minutes of such meetingsmeetings (or otherwise duly effect the same by means of written consents).
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Agreement and as contemplated by the Parent/Seller Purchase Agreement and the other Transaction Documents.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the agreements contained in Section 9(b)(v) of its organizational documentslimited liability company agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centex Construction Products Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, who director (x) who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Companies’ operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Companies. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Companies.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Company.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Company.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing statementsstatements or other appropriate registrations, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the Originator Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs I. A. 1-2 on pages 5-11 of the true sale and substantive non-consolidation opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP delivered pursuant to Section 3.01(g) of the Original RPA.
Appears in 1 contract
Samples: Receivables Purchase Agreement (AbitibiBowater Inc.)
Separateness. (i) The Transferor Borrower shall at all times be managed by an ------------ entity which has maintain at least one independent director, who (x) is not currently and has not been during the five years preceding the date Independent Director on its board of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliatesdirectors at all times.
(ii) The Transferor Borrower shall not direct or participate in the management of any of the Other Companies' operations or of any other entityPerson's operations.
(iii) The Transferor Borrower shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Borrower shall have stationery and other HL RECEIVABLES FINANCING AGREEMENT business forms and a mailing address and a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Borrower shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Borrower shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Borrower shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Borrower shall hold itself out to the public under the TransferorBorrower's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Borrower shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Borrower shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member The Borrower shall comply in all respects with its Charter Documents and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetingsresolutions.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and the other Transaction Documents.
Appears in 1 contract
Samples: Receivables Financing Agreement (Hayes Lemmerz International Inc)
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(ii) The Transferor shall not direct or participate in the management of any other entity's of the Other Corporations' operations.
(iii) The Transferor shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Transferor shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor shall hold itself out to the public under the Transferor's own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Corporations.
(vii) The Transferor shall not become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Corporation.
(viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Corporation.
(ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entityof the Other Corporations.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Corporations.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one two independent director, who directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Originator Seller or any Other Corporation, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(iii) The Transferor Seller shall not direct or participate in the management of any other entity's of the Other Corporations’ operations.
(iiiii) The Transferor Seller shall conduct its business from an office separate from that of any other entity the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.
(iviii) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(viv) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(viv) The Transferor Seller shall maintain its assets and transactions separately from those of any other entity the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of any other entity the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entitythe Other Corporations. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Corporations. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entitythe Other Corporations.
(viivi) The Transferor Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entityOther Corporation.
(viiivii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any other entity Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5Other Corporation.
(ixviii) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Corporations.
(xix) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xix) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Corporations.
(xiixi) The Transferor Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documentsthe Agreement and as contemplated by the Purchase Agreement.
(xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinions delivered pursuant to Amendment No. 1314 to the Agreement, dated on or about June 2524, 20212022.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Separateness. (i) The Transferor shall at all times be managed by ------------ an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(ii) The Transferor shall not direct or participate in the management of any other entity's operations.
(iii) The Transferor shall conduct its business from an office separate from that of any other entity (but which may be located in the same facility as one or more of the Other Corporations).
(iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor shall maintain its assets and transactions separately from those of any other entity and reflect such assets and transactions in financial statements separate and distinct from those of any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entity. The Transferor shall hold itself out to the public under the Transferor's own name as a legal entity separate and distinct from all other entities. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entity.
(vii) The Transferor shall not become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entity.
(viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any other entity or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5.
(ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entity.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 1 contract
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder or member of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any of the Other Companies' operations or of any other entityPerson's operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Seller shall hold itself out to the public under the TransferorSeller's own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member and manager The Seller shall hold regular duly noticed meetings of its respective Board of Directors Managers and make and retain minutes of such meetings.
(xi) The Transferor Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the Originator Purchase Agreement.
(xiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Part I (Assumptions of Facts) of the opinion of Mayer, Brown, Xxxx & Maw LLP delivered pursuant to Section 3.01(g) and designated as Annex C to this Agreement.
Appears in 1 contract
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement on which such Person became an independent director, an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(ii) The Transferor shall not direct or participate in the management of any other entity's operations.
(iii) The Transferor shall conduct its business from an office separate from that of any other entity (but which may be located in the same facility as one or more of the Other Corporations).
(iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor shall maintain its assets and transactions separately from those of any other entity and reflect such assets and transactions in financial statements separate and distinct from those of any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entity. The Transferor shall hold itself out to the public under the Transferor's own name as a legal entity separate and distinct from all other entities. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entity.
(vii) The Transferor shall not become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entity.
(viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any other entity or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5.
(ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entity.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, who (x) is not currently and has not been during the five years preceding the date Independent Director on its board of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliatesdirectors at all times.
(ii) The Transferor Seller shall not direct or participate in the management of any of the Other Companies’ operations or of any other entity's Person’s operations.
(iii) The Transferor Seller shall conduct its business from an office separate from that of the Other Companies and any other entity Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies and any other Person.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor Seller shall not make loans, advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member The Seller shall comply in all respects with its Charter Documents and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetingsresolutions.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and the other Transaction Documents. COLONIAL BANK WAREHOUSE LOAN PURCHASE AGREEMENT
(xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions under the heading “Assumptions of Fact” contained in the “FDIC/FIRREA” opinion of Xxxxxx & Xxxxxxx LLP delivered pursuant to Section 3.01(g).
Appears in 1 contract
Samples: Warehouse Loan Purchase Agreement (Colonial Bancgroup Inc)
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which maintain one or more independent managers, each of whom (v) is employed by, and has at least three years of employment experience with, one independent directoror more entities that provide, who in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Transferor or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Originator and Transferor, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) is reasonably acceptable to the Program Agent.
(ii) The Transferor shall not direct or participate in the management of any other entity's of the Other Companies’ operations.
(iii) The Transferor shall conduct its business from an a designated office separate from that of any other entity (but which may be located in the same facility as one or more of the Other Corporations)Companies. The Transferor shall have stationery and other business forms separate from that of the Other Companies and any other Person.
(iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor shall hold itself out to the public under the Transferor's ’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, secondarily liable for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson or any other Person.
(viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim any Lien on any of its assets to secure any obligation of any Other Company or any other entity. IV_5Person.
(ix) The Transferor shall not make loans, loans or advances or otherwise extend credit to any other entityof the Other Companies.
(x) Each of the Transferor's sole member and manager The Transferor shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entityof the Other Companies.
(xii) The Transferor shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by its organizational documentsthis Agreement and as contemplated by the SCA.
(xiii) The Transferor shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs 1 - 14 on pages 8 - 10 and paragraphs 1 - 29 on pages 20 - 23 of the opinion of Xxxxx XxXxxxx LLP delivered pursuant to Section 3.02(d) and designated as Annex C-7 to this Agreement.
Appears in 1 contract
Samples: Receivables Acquisition Agreement (NBCUniversal Media, LLC)
Separateness. (i) The Transferor Seller shall at all times be managed by an ------------ entity which has maintain at least one independent director, director who is reasonably acceptable to the Program Agent and (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of an Affiliate of the Originator Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Originator Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates.
(ii) The Transferor Seller shall not direct or participate in the management of any of the Other Companies’ operations or of any other entity's Person’s operations.
(iii) The Transferor Seller shall conduct its have stationery and other business from an office forms separate from that of the Other Companies and any other entity (but which may be located in the same facility as one or more of the Other Corporations)Person.
(iv) The Transferor Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor Seller shall maintain its assets and transactions separately from those of the Other Companies and any other entity Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and any other entity Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies and any other entityPerson. The Transferor Seller shall hold itself out to the public under the Transferor's Seller’s own name as a legal entity separate and distinct from all other entitiesthe Other Companies. The Transferor Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies or any other entityPerson.
(vii) The Transferor Seller shall not maintain any joint account with any Other Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company or any other entityPerson or any other Person.
(viii) The Transferor Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or any other entity Person or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5
(ix) The Transferor shall not make loans, advances Other Company or otherwise extend credit to any other entityPerson.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by its organizational documents.
Appears in 1 contract
