Substantive Consolidation Sample Clauses

Substantive Consolidation. The Performance Guarantor shall, and shall cause each Originator to, observe and comply with each of the separateness covenants described in Section 6.4 of the Sale Agreement.

Substantive Consolidation. Each 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 such Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such Originator or its Affiliates, and is not a division of such Originator or its Affiliates. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that: (a) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities; (b) the financial statements and books and records of such 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, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s assets are not available to satisfy the obligations of such Affiliate; (c) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) 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 any Originator; (d) such Originator shall not act as an agent for the Company, other than VWR in its capacity as the Servicer, and in connection therewith, VWR shall present itself to the public as an agent for the Company and a legal entity separate from the Company; (e) such Originator shall not conduct any of the business of the Company in its own name; (f) such Originator shall not pay any liabilities of the Company out of its own funds or assets; (g) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company; (h) such Originator shall not assume or guarantee or become obligated for the deb...

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. 17 ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES....17 7.1 Rights of the Company...................................................17 7.2 Responsibilities of the Originator......................................17 7.3 Further Action Evidencing Purchases.....................................18 7.4 Application of Collections..............................................18

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 ▇▇▇▇▇ ▇▇▇▇▇ 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. 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, in its individual capacity ------------------------- and as Servicer confirms that the statement contained under "assumptions of fact" in the opinion of Weil, Gotshal & ▇▇▇▇▇▇ 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.