Separate Existence definition

Separate Existence. MFC shall take all reasonable steps (including, without limitation, all steps that the Agent may from time to time reasonably request) to maintain MFC's identity as a separate legal entity from the Purchaser and to make it manifest to third parties that MFC is an entity with assets and liabilities distinct from those of the Purchaser and each other Affiliate thereof. Without limiting the generality of the foregoing, MFC shall: account for and manage its liabilities separately from those of the Purchaser, including, without limitation, payment of all payroll and other administrative expenses and taxes from its own assets (it being understood, however, that Borrower is a "disregarded entity" for tax purposes); maintain its assets separately from the Purchaser; maintain offices through which its business is conducted separate from those of the Purchaser (provided that, to the extent that the Servicer and any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs and expenses among them, and each such entity shall bear its fair share of such expenses); not commingle its funds with those of the Purchaser except to the extent contemplated herein or in the Receivables Financing Agreement, or use its funds for other than the MFC's uses; and ensure that any financial reports required of MFC shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared by the Purchaser.
Sample 1

Examples of Separate Existence in a sentence

  • Separate Existence of the Credit Parties ...............................................

  • Such Borrower is and since the date of its formation has at all times been in compliance with Section 5.01(g) (Separate Existence).

  • Separate Existence of the Company The Company (or any permitted successor thereof under Article V) shall maintain its status as a separate legal entity from AAC and its other Affiliates.

  • Deliver to each Funding Agent within one hundred and twenty (120) days after the end of each fiscal year of HVF III, the financial statements required pursuant to Section 8.24(f) (Maintenance of Separate Existence) of the Base Indenture.

  • As such, the purpose for which the Company is formed is limited solely to the following activities:, Separate Existence.

  • Separate Existence; No Commingling.............................................................

  • Separate Existence of the Borrower 78 ARTICLE VIII ADMINISTRATION AND COLLECTION OF RECEIVABLES 81 SECTION 8.01.

  • Maintenance of Separate Existence; Prohibited Transactions....................................

  • Separate Existence of the Credit Parties 46 ARTICLE IX SECURITY INTEREST 48 SECTION 9.01.

  • CERTAIN AFFIRMATIVE COVENANTS 37 Section 24.1. Corporate Existence; Foreign Qualification 36 Section 24.2. Books, Records and Inspections 36 Section 24.3. Accounting Methods; Financial Records 37 Section 24.4. Insurance 37 Section 24.5. Manufacturer Programs 38 Section 24.6. Reporting Requirements 38 Section 24.7. Taxes and Liabilities 41 Section 24.8. Maintenance of the Vehicles 41 Section 24.9. Maintenance of Separate Existence 43 Section 24.10.

Related to Separate Existence

  • Pre-Existing IPR means any Intellectual Property Rights vested in or licensed to the Customer or the Service Provider prior to or independently of the performance by the Customer or the Service Provider of their obligations under this Contract and in respect of the Customer includes, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs.

  • Pre-existing IP means IP conceived or developed prior to or independent of performance of this Order. Seller will retain full right, title and interest in and to any Pre-existing IP. Seller will not use any Pre-existing IP in connection with this Order without first obtaining from the owner any rights necessary to enable Seller to fully comply with the terms of this Order.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

  • Pre-existing Disease means any condition, ailment or injury or related condition(s) for which you had signs or symptoms, and / or were diagnosed, and / or received medical advice / treatment within 48 months to prior to the first policy issued by the insurer.

  • Amalgamating Corporations means both of them;

  • Merger Sub II has the meaning set forth in the Preamble.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Pre-Existing Materials means the pre- existing materials (a) specified in a Statement of Work, including all documents, data, know-how, methodologies, software and other materials, including computer programs, source code, reports and specifications, or (b) provided by or used by Service Provider in connection with performing the Services, in each case developed or acquired by the Service Provider prior to the commencement of this Agreement.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Subchapter S Corporation (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of stock of Borrower, or (d) purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Constituent organization means an organization that is party to a merger.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Delaware Act means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as amended from time to time;

  • DRULPA means the Delaware Revised Uniform Limited Partnership Act.

  • Parent organization means the entity named in Item I. of the Policy Declarations.

  • Occupation Permit means a temporary or permanent occupation permit issued by the Building Authority in relation to the Development or any part thereof;

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.