Substantive Consolidation. The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from the Originator and its Affiliates. Therefore, from and after the date hereof, the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Originator and any other Person, and is not a division of the Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, the Originator shall take such actions as shall be required in order that:
(a) except as provided for in Section 10.6, the Originator shall not be involved in the day to day management of the Company;
(b) the Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities and have a separate area from the Company for its business;
(c) the financial statements and books and records of the Originator shall be prepared after the date of creation of the Company to reflect and shall reflect the separate existence of the Company; provided, that the Company’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Company; provided, however, all financial statements of UGI or any Affiliate thereof that are consolidated to include the Company will contain detailed notes clearly stating that (i) a special purpose corporation exists as a Subsidiary of UGI, (ii) the Originator has sold receivables and other related assets to such special purpose Subsidiary that, in turn, has sold undivided interests therein to certain financial institutions and other entities and (iii) that the special purpose Subsidiary’s assets are not available to satisfy the obligations of UGI or any Affiliate;
(d) except as permitted by the Receivables Purchase Agreement or this Agreement, (i) the Originator shall maintain its assets separately from the assets of the Company, and (ii) the Company’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Originator;
(e) all of the Company’s business correspondence and other communications shall be conducted in the Company’s own name and on its own stationery;
(f) the Originator shall not act as an agent ...
Substantive Consolidation. Unless the Prepetition Indebtedness and the Postpetition Obligations shall have been indefeasibly paid in full, the Borrower or its estate shall not be substantively consolidated under the Bankruptcy Code or any applicable bankruptcy or non-bankruptcy law with any other Debtor or its estate or any other Person (as defined by the Bankruptcy Code) or its estate by order of this Court or under any Chapter 11 plan.
Substantive Consolidation. The Seller is operated such that the Issuer would not be “substantively consolidated” in the bankruptcy estate of the Seller and its separate existence disregarded in the event of the bankruptcy of the Seller under any applicable Insolvency Law;
Substantive Consolidation. The Borrower or its estate shall not be substantively consolidated under the Bankruptcy Code or any applicable bankruptcy or non-bankruptcy law with any other Debtor or its estate or any other Person (as defined by the Bankruptcy Code) or its estate by order of this Court or under any Chapter 11 plan.
Substantive Consolidation. In connection with an Affiliate Bankruptcy Event, any Person shall seek (whether by adversarial proceeding, motion or otherwise) the substantive consolidation of any part of the assets, properties, estate or liabilities of the Borrower with the estate or liabilities of any Person subject of such Affiliate Bankruptcy Event and such application shall be consented to or acquiesced in by the Borrower or shall result in an order for such substantive consolidation or shall remain for 60 days undismissed, provided that nothing in the Loan Documents shall prohibit or restrict any right the Administrative Agent or any Lender may have under applicable law to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents (and the Borrower shall not object to any such appearance).
Substantive Consolidation. 18 ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES SECTION 7.1 Rights of the Company..................................................................... 19 SECTION 7.2 Responsibilities of the Originators....................................................... 19 SECTION 7.3 Further Action Evidencing Purchases....................................................... 20 SECTION 7.4 Application of Collections................................................................ 21
Substantive Consolidation. The Manager will be operated so that neither the Issuer nor the Lessor will be “substantively consolidated” with the Manager or any of its Affiliates. In connection therewith, the Manager makes herein by this reference each of the representations and warranties made by it to Xxxxx Xxxxx LLP in support of its opinions issued and delivered in connection with the issuance of the Notes, as if specifically made herein and agrees to comply with each of the factual assumptions contained in such opinions.
Substantive Consolidation. Seller, in its individual capacity ------------------------- and as Servicer confirms that the statement contained under "assumptions of fact" in the opinion of Weil, Gotshal & Xxxxxx LLP regarding substantive consolidation matters delivered to Seller on the Closing Date are true and correct with respect to itself, and that Seller will comply with any covenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein.
Substantive Consolidation. The Subservicer is operated such that neither the Issuer nor the Trust would be substantively consolidated in the bankruptcy estate of the Subservicer and their separate existence disregarded in the event of the Subservicer’s bankruptcy and the Subservicer acknowledges the opinion of counsel described in Section 6.10 and agrees that the assumptions set forth therein are accurate in all material respects.
Substantive Consolidation. Seller is operated such that Borrower would not be substantively consolidated in the bankruptcy estate of Seller and its separate existence disregarded in the event of Seller's bankruptcy; specifically, Seller:
(i) conducts its business in its own name, (ii) maintains its books and records separate from those of any other person, (iii) maintains its bank accounts separate from those of any other person, (iv) maintains separate financial statements, showing its assets and liabilities separate and apart from those of any other person, (v) pays its own liabilities and expenses only out of its own funds, (vi) enters into transactions with an affiliate only if such transaction is intrinsically fair, commercially reasonable and on the same terms as would be available in an arm's length transaction with a person or entity that is not an affiliate, (vii) allocates fairly and reasonably any overhead expenses that are shared with an affiliate, (viii) holds itself out as a separate entity, (ix) maintains adequate capital in light of its contemplated business operations and (x) observes all other appropriate corporate and other organizational formalities;
