Separate Legal Entity Clause Samples
The Separate Legal Entity clause establishes that a company or organization is recognized as a distinct legal person, independent from its owners, shareholders, or members. This means that the entity can own property, enter into contracts, sue or be sued, and is responsible for its own debts and obligations, separate from those of its stakeholders. By clearly defining this separation, the clause protects individuals from personal liability for the entity’s actions and ensures that legal and financial responsibilities are confined to the entity itself, thereby reducing risk and providing clarity in business operations.
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Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that:
(i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;
(ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors;
(iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer;
(iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of exp...
Separate Legal Entity. The Borrower hereby acknowledges that each Lender, the Trust, the Trustee, and GWG Trust are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Borrower’s identity as a legal entity separate from GWG DLP Funding II, LLC or any other Person. Therefore, from and after the date hereof, the Borrower shall take all reasonable steps to continue GWG DLP Funding II, LLC’s identities as a separate legal entity and to make it apparent to third Persons that GWG DLP Funding II, LLC is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. GWG DLP Funding II, LLC will be separate limited purpose limited liability companies whose primary activities are restricted in their respective organizational documents to owning the UTI or a subsidiary that owns the UTI and certain related assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;
Separate Legal Entity. The Department, as a joint powers authority, is a separate entity from the Member Agencies and is responsible for the administration of this Agreement.
Separate Legal Entity. The Transit Authority shall be a public entity duly formed under the laws of the State of California. It shall be a legal entity that is separate and distinct from Member Agencies. The debts, liabilities, and obligations of the Transit Authority shall be the sole responsibility of the Transit Authority and not of its officers, employees, agents or Member Agencies.
Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that:
(i) have its own business office (which, however, may be within the premises of the Member) at which will be maintained its own separate limited liability company books and records;
(ii) observe all requirements of the Act, the Certificate of Formation and this Agreement;
(iii) compensate all consultants and agents directly, from its own bank account, for services provided to it by such consultants and agents and pay its own liabilities and expenses only out of its own funds;
(iv) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business obligations;
(v) readily identify and allocate any sharing of overhead expenses between the Company and the Member;
(vi) preserve its limited liability company form and hold itself out to the public and all other Persons as a separate legal entity separate and distinct from the Member and all other Persons;
(vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect its assets and liabilities which will be subject to audit by independent public accountants;
(viii) declare and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documents;
(ix) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other subsidiary or Affiliate of the Member;
(x) maintain its own bank accounts and books of account and records separate from the Member or any other subsidiary or Affiliate of the Memb...
Separate Legal Entity. The Issuer hereby acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by this Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order to remain in compliance with Section 9(j)(iv) of the Issuer LLC Agreement.
Separate Legal Entity. Neither any Credit Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of such Credit Party or any of its Subsidiaries being ignored, or in the property and liabilities of such Credit Party or any of its Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.
Separate Legal Entity. Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, the Company covenants that:
(a) It shall not enter into any contractual obligation with any Affiliate of the Company or the Managing Member, any constituent party of the Company or any shareholder of the Managing Member, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm's-length and commercially reasonable basis with a Person other than any such Affiliate, constituent party or shareholder.
(b) It shall: (i) maintain and prepare financial reports and financial statements showing its assets and liabilities separate and apart from those of any other person or entity and will not have its assets listed on the financial statement of any other entity; (ii) maintain its books, records and bank accounts separate from those of its Affiliates, any constituent party and any other Person; and (iii) not permit any Affiliate or constituent party independent access to its bank accounts.
(c) It shall not commingle any of the funds and other assets of the Company with those of any Affiliate or constituent party or any other Person and shall hold all of its assets in its own name.
(d) It shall conduct its own business in its own name.
(e) It is and will remain solvent and shall pay its own debts, liabilities and expenses (including employment and overhead expenses) only out of its own assets as the same shall become due.
(f) It has done, or caused to be done, and shall do, all things necessary to observe limited liability company formalities, as applicable, and other organizational formalities, and preserve its existence, and it shall not, nor will it permit any constituent party to, amend, modify or otherwise change the Certificate or this Agreement in a manner which would adversely affect the existence of the Company as a single purpose entity.
(g) It shall pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations.
(h) It shall compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred.
(i) It does not, and shall not, guarantee, become obligated for, or hold itself or its credit out to be responsible for or available t...
Separate Legal Entity. Each Loan Party hereby acknowledges that the Lenders are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon such Loan Party’s identity as a legal entity separate from any other Person. Each Loan Party has taken all reasonable steps to continue Borrower’s identity as a separate legal entity and to make it apparent to third Persons that such Loan Party is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person.
Separate Legal Entity. Notwithstanding anything to the contrary in this Agreement or in any other document governing the Company, the Company shall be operated in such a manner that it would not be substantively consolidated in the estate of any Person in the event of a bankruptcy or insolvency of such Person, and in such regard the Company shall:
(a) at all times have at least one Independent Board Member whose consent shall be required for the Company to take any Material Action;
(b) not become involved in the day-to-day management of any other Person;
(c) conduct all business correspondence of the Company and other communication in the Company’s own name and through its own authorized officers and/or agents;
(d) make all investments to be made by it solely in its own name;
(e) not commingle any of its assets with the assets of any Member or with those of any other Person and maintain its own deposit account or accounts, separate from those of any other Person, with the CSA Securities Intermediary or other commercial banking institutions if permitted by the Credit and Security Agreement;
(f) maintain (i) its Company records and books of account and its financial and accounting books and records in compliance with generally accepted accounting principles, separate from those of any Member or from those of any other Person and (ii) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Company’s assets and liabilities may be included in a consolidated financial statement of its Affiliates so long as (x) the separateness of the Company from such Affiliate and (y) the fact that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate is disclosed by such Affiliate within all such consolidated financial statements;
(g) pay solely from its own assets all obligations, liabilities and indebtedness of any kind incurred by the Company, and not pay, assume or guarantee from its assets any obligations or indebtedness of any Member or any other Person or hold itself or its credit out as being available to satisfy the obligations of any Member or any other Person;
(h) not engage in transactions except as expressly set forth in this Agreement, the Credit and Security Agreement or any other Transaction Document and matters necessarily incident thereto and shall obse...