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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company; (i) such Originator shall not acquire obligations of the Company (other than the Company Notes); (j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space; (k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company; (l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company; (m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and (n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Avantor, Inc.), Purchase and Sale Agreement (Avantor, Inc.), Purchase and Sale Agreement (VWR Funding, Inc.)
Substantive Consolidation. Each 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 such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such 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 formalitiesformalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such 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 any 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 consolidated special purpose Subsidiary that, in turn, has sold undivided interests therein to certain financial statement or the notes thereto shall make clear institutions and other entities and (iii) that the Companyspecial purpose Subsidiary’s assets are not available to satisfy the obligations of such UGI or any Affiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement or this Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company 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 the Originator;
(de) such 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 for the Company, other than VWR UGI 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;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such except as provided in Section 10.6, the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such the Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such the Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(np) such the Originator shall not pay the salaries of the Company’s employees, if any. The provisions of this Section 6.4 shall survive any termination of this Agreement for one year and one day after the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding or the date on which all other amounts owed by the Originator under this Agreement or the Receivables Purchase Agreement to the Seller, the Issuer, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
Substantive Consolidation. Each Originator hereby acknowledges The Company shall be operated in such a manner that this Agreement and it shall not be substantively consolidated with the estate of the Seller or any other Transaction Documents are being entered into person in reliance upon the Company’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after event of the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that bankruptcy or insolvency of the Company is an entity with assets and liabilities distinct from those of or such Originator or its Affiliates, and is not a division of such Originator or its Affiliatesother person. 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;
shall: (b1) 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 conduct 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;
, (f2) such Originator shall not maintain its books and records separate from those of any other person, (3) maintain its bank accounts separate from those of any other Person, (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay any its own liabilities of the Company and expenses only out of its own funds funds, (6) enter into a transaction 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 assets;
entity that is not an Affiliate, (g7) 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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes);
(j) such Originator shall allocate fairly and reasonably any overhead or other expenses that are properly shared with the Companyan Affiliate, including, without limitation, shared office space;
(k) such Originator shall identify and 8) hold itself out as a separate entity, (9) maintain adequate capital in light of its contemplated business operations and distinct entity from the Company;
(l10) such Originator shall correct observe all other appropriate organizational formalities. Notwithstanding any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with provision of law which otherwise empowers the Company, the Company shall not: (1) consolidate or merge with or into any other person or dissolve or liquidate in whole or in part or transfer its properties and assets substantially as an entirety to any other person, (2) hold itself out as being liable for the debts of any other person, (3) act other than in its corporate name and through its duly authorized officers or agents, (4) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to its shareholders, (5) commingle its funds or other assets with those of any other person other than as provided in the ordinary course Management Agreement and the Intercreditor Collateral Agreement, (6) create, incur, assume, guarantee or in any manner become liable in respect of its business and on any indebtedness other than indebtedness permitted under the terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if anyIndenture or any Related Documents or (7) take any other action that would be inconsistent with maintaining the separate legal identity of the Company or engage in any other activity.
Appears in 2 contracts
Sources: Contribution and Sale Agreement (CAI International, Inc.), Contribution and Sale Agreement (CAI International, Inc.)
Substantive Consolidation. Each Originator hereby acknowledges Buyer will be operated in such a manner so that this Agreement and it would not be substantively consolidated with 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. ThereforeSeller, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons so that the Company is an entity with assets separate existences of Buyer and liabilities distinct from those Seller would not be disregarded in the event of such Originator a bankruptcy or its Affiliatesinsolvency of Seller, and is not a division of in such Originator or its Affiliates. Without limiting the generality of the foregoing and in addition to and consistent with the regard, among other covenants set forth herein, such Originator shall take such actions as shall be required in order thatthings:
(a) such Originator shall Seller will not be involved in the day-today management of the Buyer (although officers or employees of Seller or its parent may serve as officers and/or managing trustees of the Buyer);
(b) Seller will maintain separate corporate records and books of account from the Company Buyer and otherwise will observe corporate formalities;
(b) formalities and will provide a separate area within its office space for 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 AffiliateBuyer;
(c) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator shall Seller will maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company Buyer (including through the maintenance of a separate bank account), and (ii) the CompanySeller’s assets, and records relating thereto, have not been, and are not, not and shall will not be, commingled with those of any Originatorthe Buyer (except as permitted by the Customer Collections Account Administration Agreement and except for misdirected Lease payments);
(d) such Originator shall all of Seller’s business correspondence and other communications will be conducted in Seller’s own name and on its own stationary;
(e) Seller will 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 Buyer (except to the public as an agent for extent contemplated in the Company and a legal entity separate from the CompanyTransaction Documents);
(ef) such Originator shall Seller will not conduct any of the business of the Company Buyer in its own Seller’s name;
(fg) such Originator shall Seller will not pay any liabilities of the Company out of its own funds or assets;
(g) Buyer, except as contemplated by expressly provided in the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(h) such Originator shall Seller will maintain an arm’s length relationship with Buyer;
(i) Seller will not assume or guarantee or become obligated for the debts of the Company Buyer or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes)Buyer;
(j) such Originator shall Seller will not acquire obligations of Buyer;
(k) Seller will allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office spaceBuyer;
(kl) such Originator shall Seller will identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyBuyer;
(m) Seller will not identify Buyer as a division or part of Seller;
(n) Seller will not induce any third party to rely on the creditworthiness of the Buyer in order that such Originator shall third party will be induced to contract with the Seller or any of its Affiliates (other than the Buyer); and
(o) Seller will not enter into, or be a party to, any transaction other transactions with Buyer except as provided in the Company, Transaction Documents or except in the ordinary course of its business and on terms which could are intrinsically fair and are no less favorable to Buyer than would be obtained in a comparable arm’s-arm’s length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Trinity Industries Inc), Purchase and Sale Agreement (Trinity Industries Inc)
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Purchase Documents are being entered into in reliance upon the Company’s '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 (including without limitation all of the steps set forth in Section 9.01(f) of the Receivables Purchase Agreement) 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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities;
(bc) 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;
(cd) 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 Company, and (ii) the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR in as Servicer or its capacity as subservicer under the ServicerReceivables Purchase Agreement, 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;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mn) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(no) such Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Commercial Metals Co), Purchase and Sale Agreement (Commercial Metals Co)
Substantive Consolidation. Each Originator hereby acknowledges Buyer will be operated in such a manner so that this Agreement and it would not be substantively consolidated with 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. ThereforeSeller, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons so that the Company is an entity with assets separate existences of Buyer and liabilities distinct from those Seller would not be disregarded in the event of such Originator a bankruptcy or its Affiliatesinsolvency of Seller, and is not a division of in such Originator or its Affiliates. Without limiting the generality of the foregoing and in addition to and consistent with the regard, among other covenants set forth herein, such Originator shall take such actions as shall be required in order thatthings:
(a) such Originator shall Seller will not be involved in the day-today management of the Buyer, except in its capacity as Member (although officers or employees of Seller or its parent may serve as officers and/or managing trustees of the Buyer);
(b) Seller will maintain separate corporate records and books of account from the Company Buyer and otherwise will observe corporate formalities;
(b) formalities and will provide a separate area within its office space for 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 AffiliateBuyer;
(c) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator shall Seller will maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company Buyer (including through the maintenance of a separate bank account), and (ii) the CompanySeller’s assets, and records relating thereto, have not been, and are not, not and shall will not be, commingled with those of any Originatorthe Buyer (except as permitted by the Customer Collections Account Administration Agreement and except for misdirected Lease payments);
(d) such Originator shall all of Seller’s business correspondence and other communications will be conducted in Seller’s own name and on its own stationary;
(e) Seller will 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 Buyer (except to the public as an agent for extent contemplated in the Company and a legal entity separate from the CompanyTransaction Documents);
(ef) such Originator shall Seller will not conduct any of the business of the Company Buyer in Seller’s name (except in its own namecapacity as Member);
(fg) such Originator shall Seller will not pay any liabilities of the Company out of its own funds or assets;
(g) Buyer, except as contemplated by expressly provided in the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(h) such Originator shall Seller will maintain an arm’s length relationship with Buyer;
(i) Seller will not assume or guarantee or become obligated for the debts of the Company Buyer or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes)Buyer;
(j) such Originator shall Seller will not acquire obligations of Buyer;
(k) Seller will allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office spaceBuyer;
(kl) such Originator shall Seller will identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyBuyer;
(m) Seller will not identify Buyer as a division or part of Seller;
(n) Seller will not induce any third party to rely on the creditworthiness of the Buyer in order that such Originator shall third party will be induced to contract with the Seller or any of its Affiliates (other than the Buyer); and
(o) Seller will not enter into, or be a party to, any transaction other transactions with Buyer except as provided in the Company, Transaction Documents or except in the ordinary course of its business and on terms which could are intrinsically fair and are no less favorable to Buyer than would be obtained in a comparable arm’s-arm’s length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Trinity Industries Inc), Purchase and Sale Agreement (Trinity Industries Inc)
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) 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 Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR Triumph in its capacity as the Servicer, and in connection therewith, VWR Triumph shall present itself to the public as an agent for the Company and a legal entity separate from the Company;; 782050220 25792734 21 Second Amended and RestatedPurchase and Sale Agreement
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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:: 9205569 09039541
(a) such Originator (except in its capacity as Servicer, if applicable) shall not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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 with such Originator’s assets and liabilities in a consolidated financial statement issued by an Affiliate 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 Affiliateaffiliate;
(cd) 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 Company, (ii) and the CompanyOriginator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) all of the Originator’s business correspondence and other communications shall be conducted in the Originator’s own name and on its own stationery;
(f) such Originator shall not act as an agent for the Company, other than VWR Patriot in its capacity as Servicer or, with respect to any other Originator, if applicable, in its capacity as a Sub-Servicer in accordance with the ServicerReceivables Purchase Agreement, 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;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than obligations arising under the applicable Company NotesNote);; 9205569 09039541
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall use reasonable efforts to correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyPurchaser’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 Purchaser is an entity with assets and liabilities distinct from those of such Originator or its Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 (other than ONX) shall not be involved in the day to day management of the Purchaser;
(b) such Originator shall maintain separate corporate records and books of account from the Company Purchaser and otherwise will observe corporate formalitiesformalities and have a separate area from the Purchaser for its business (which may be located at the same address as the Purchaser, and, to the extent that it and the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Company Purchaser to reflect and shall reflect the separate existence of the CompanyPurchaser; provided, that the CompanyPurchaser’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the CompanyPurchaser; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyPurchaser’s assets are not available to satisfy the obligations of such Affiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Financing 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 Purchaser and (ii) the CompanyPurchaser’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any such Originator;
(de) not identify the telephone number of the Purchaser as its telephone number and all of the Purchaser’s business correspondence and other communications shall be conducted in the Purchaser’s own name and on its own stationery;
(f) such Originator shall not act as an agent for the CompanyPurchaser, other than VWR ONX in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewith, VWR each such Originator shall present itself to the public as an agent for the Company Purchaser and a legal entity separate from the CompanyPurchaser;
(eg) such Originator shall not conduct any of the business of the Company Purchaser in its own name;
(fh) such Originator shall not pay any liabilities of the Company Purchaser out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the CompanyPurchaser;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company Purchaser or hold out its credit as being available to satisfy the obligations of the CompanyPurchaser;
(ik) such Originator shall not acquire obligations of the Company (Purchaser other than than, in the Company case of the Originators, the Purchaser Notes);
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyPurchaser, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the CompanyPurchaser;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyPurchaser;
(mo) such Originator shall not enter into, or be a party to, any transaction with the CompanyPurchaser, except as contemplated by the Transaction Documents or in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the CompanyPurchaser’s employees, if any;
(q) services provided to the Purchaser by consultants and agents shall be paid directly from the Purchaser's bank accounts (or, to the extent paid by such Originator, reimbursed by the Purchaser) and, to the extent any consultant or agent of the Purchaser is also an employee, consultant or agent of such Originator, compensation of such employee, consultant or agent shall be allocated between the Purchaser and such Originator on a basis that reflects the services rendered to the Purchaser and such Originator;
(r) all overhead expenses for items shared between the such Originator and the Purchaser shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; and
(s) to the extent not already covered in paragraphs (a) through (r) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in each of Section 3 of Exhibit IV to the Receivables Financing Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such each 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 each Originator or its Affiliatesand any other Person, and is not a division of such Originator any other Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Originators shall take such actions as shall be required in order that:
(a) such Originator the Originators shall not be involved in the day-to-day management of the Company;
(b) the Originators shall maintain separate corporate organizational records and books of account from the Company and otherwise will observe corporate formalitiesorganizational formalities and have a separate area from the Company for their businesses;
(bc) the financial statements and books and records of such Originator the Originators 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 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator the Originators shall maintain its their assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originator;
(de) such 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) no Originator shall not act as an agent for the Company, other than VWR CONSOL Energy 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;
(eg) such no Originator shall not conduct any of the business of the Company in its own name;
(fh) such no Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such each Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such no Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such no Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such each Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such each Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such each Originator shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(mo) such no Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such no Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that the transactions contemplated by this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBorrower’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 specifically required by this Agreement and the other Transaction Documents or reasonably required by the Buyer, the Borrower, the Administrative Agent, any Group Agent or any Lender to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Company Borrower is an entity with assets and liabilities distinct from those of such Originator or Originator, its AffiliatesAffiliates and any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 Borrower 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 CompanyBorrower; provided, that the CompanyBorrower’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate or Affiliates of the CompanyBorrower; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyBorrower’s assets are not available to satisfy the obligations of such AffiliateAffiliate or Affiliates;
(c) except as contemplated hereby or permitted by the Receivables Purchase Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, including deposit accounts) separately from the assets (including, without limitation, including deposit accounts) of the Company Borrower and (ii) the CompanyBorrower’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any such Originator;
(d) such Originator shall not act as an agent for the CompanyBorrower, other than VWR in its the capacity as the of a Servicer or a Sub-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 Companyapplicable;
(e) such Originator shall not conduct any of the business of the Company Borrower in its own namename (except in the capacity of a Servicer or a Sub-Servicer, as applicable);
(f) other than with respect to initial organization expenses, such Originator shall not pay any liabilities of the Company Borrower 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 CompanyBorrower;
(h) such Originator shall not assume or guarantee or become obligated for the debts of the Company Borrower or hold out its credit as being available to satisfy the obligations of the CompanyBorrower;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes)Borrower;
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyBorrower, including, without limitation, shared office spaceas applicable;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the CompanyBorrower;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyBorrower;
(m) such Originator shall not enter into, or be a party to, any transaction with the CompanyBorrower, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the CompanyBorrower’s employees, if any.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Exact Sciences Corp)
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) 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 Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR Triumph in its capacity as the Servicer, and in connection therewith, VWR Triumph shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator Transferor 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 Transferor and its Affiliates. Therefore, from and after the date hereof, each Originator Transferor 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 AffiliatesTransferor and any other Person, and is not a division of such Originator Transferor, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator Transferor shall take such actions as shall be required in order that:
(a) such Originator Transferor (other than CB) shall not be involved in the day to day management of the Company;
(b) such Transferor shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator Transferor 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;
(cd) except as contemplated hereby or permitted by each of the Receivables Financing Agreement and Receivables Purchase Agreement, (i) such Originator Transferor 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 Originatorsuch Transferor;
(de) 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) such Originator Transferor shall not act as an agent for the Company, other than VWR CB in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewith, VWR each such Transferor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator Transferor shall not conduct any of the business of the Company in its own name;
(fh) such Originator Transferor shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Transferor shall maintain an arm’s-length relationship with the Company;
(hj) such Originator Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator Transferor shall not acquire obligations of the Company (other than than, in the case of the Originators, the Company Notes);
(jl) such Originator Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator Transferor shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator Transferor shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator Transferor shall not enter into, or be a party to, any transaction with the Company, except as contemplated by the Transaction Documents or in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator Transferor shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Transferor shall comply and/or act in accordance with all of the other separateness covenants set forth in each of Section 3 of Exhibit IV to the Receivables Financing Agreement and in the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such 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 formalitiesformalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such 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 '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 any 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 consolidated special purpose Subsidiary that, in turn, has sold undivided interests therein to certain financial statement or the notes thereto shall make clear institutions and other entities and (iii) that the Company’s special purpose Subsidiary's assets are not available to satisfy the obligations of such UGI or any Affiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement or this Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company Company, and (ii) the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any the Originator;
(de) such 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 for the Company, other than VWR UGI 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;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such except as provided in Section 10.6, the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such the Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such the Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such the Originator shall not pay the salaries of the Company’s 's employees, if any. The provisions of this Section 6.4 shall survive any termination of this Agreement for one year and one day after the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding or the date on which all other amounts owed by the Originator under this Agreement or the Receivables Purchase Agreement to the Seller, the Issuer, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.
Appears in 1 contract
Substantive Consolidation. Each 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 such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliates, Affiliates and is not a division of such the 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 the Originator shall take such actions as shall be required in order that:
(a) such the 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 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, 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 the Originator shall maintain its assets (including, without limitation, including deposit accounts) separately from the assets (including, without limitation, including 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 the Originator;
(d) such the Originator shall not act as an agent for the Company, other than VWR in its the capacity as the of Servicer or Sub-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 Companyapplicable;
(e) such the Originator shall not conduct any of the business of the Company in its own namename (except in the capacity of Servicer or Sub-Servicer, as applicable);
(f) such other than with respect to initial organization expenses, the 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 the Originator shall maintain an arm’s-length relationship with the Company;
(h) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such the Originator shall not acquire obligations of the Company (other than the Company Subordinated Notes);
(j) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such the Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such the Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Synchronoss Technologies Inc)
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 such 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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company; provided that the companies may share certain officers, managers and directors;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator shall maintain its their 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 Originatorthe Company;
(de) 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) such Originator or its Affiliates shall not act as an agent for the Company, other than VWR Contributing Originator in its capacity as the Servicer, and in connection therewith, VWR the Contributing Originator shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its their own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) except for a Intercompany Loan, such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) 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 Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR C▇▇▇▇▇ in its capacity as the Servicer, and in connection therewith, VWR C▇▇▇▇▇ shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cooper Tire & Rubber Co)
Substantive Consolidation. Each Originator The Originators hereby acknowledges acknowledge 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 the Originators and its their Affiliates. Therefore, from and after the date hereof, each Originator the Originators 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 any Originator or its Affiliatesand any other Person, and is not a division of such Originator any Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Originators shall take such actions as shall be required in order that:
(a) such no Originator shall be involved in the day-to-day management of the Company;
(b) the Originators shall maintain separate corporate organizational records and books of account from the Company and otherwise will observe corporate formalitiesorganizational formalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such Originator the Originators shall be prepared after the date of creation of the Company to reflect and shall reflect the separate existence of the Company; provided, however, that the Company’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, howeverfurther, 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 Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator the Originators shall maintain its their assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Originators;
(de) such 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) no Originator shall not act as an agent for the Company, other than VWR any Originator in its capacity as the Sub-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;
(eg) such no Originator shall not conduct any of the business of the Company in its own name;
(fh) such no Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such each Originator shall maintain an arm’s-length relationship with the Company;
(hj) such no Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such no Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator the Originators shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator the Originators shall identify and hold itself themselves out as a separate and distinct entity entities from the Company;
(ln) such Originator the Originators shall correct any known misunderstanding respecting its regarding their separate identity from the Company;
(mo) such no Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(np) such Originator the Originators shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) 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 Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR FleetCor in its capacity as the Servicer, and in connection therewith, VWR FleetCor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Fleetcor Technologies Inc)
Substantive Consolidation. Each Originator The Transferor 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 the Transferor and its Affiliates. Therefore, from and after the date hereof, each Originator the Transferor 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 Affiliatesthe Transferor and any other Person, and is not a division of such Originator the Transferor, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Transferor shall take such actions as shall be required in order that:
(a) such Originator the Transferor shall not be involved in the day to day management of the Company;
(b) the Transferor shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator the Transferor 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 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 Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator the Transferor 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 Originatorthe Transferor;
(de) such Originator 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 Transferor shall not act as an agent for the Company, Company (other than VWR in its capacity as the Servicer, and in connection therewith, VWR shall present itself servicing activities pursuant to the public as an agent for the Company and a legal entity separate from the CompanyTransaction Documents);
(eg) such Originator the Transferor shall not conduct any of the business of the Company in its own name;
(fh) such Originator the Transferor shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Transferor shall maintain an arm’s-length relationship with the Company;
(hj) such Originator the Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator the Transferor shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator the Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator the Transferor shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator the Transferor shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator the Transferor shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator the Transferor shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, the Transferor shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 (except as permitted by the Receivables Purchase Agreement in connection with servicing the Pool Receivables) shall not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities;
(bc) 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;
(cd) 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 Originatorthe Company;
(de) all of the Company’s business correspondence and other communications shall be conducted in the Company’s own name;
(f) such Originator shall not act as an agent for the Company, other than VWR Swift in its capacity as the Servicer, and in connection therewith, VWR Swift shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not more or less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (SWIFT TRANSPORTATION Co)
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 Company, (ii) and the Company’s Originator's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) all of the Company's business correspondence and other communications shall be conducted in the Company's own name and on its own stationery; Purchase and Sale Agreement
(f) such Originator shall not act as an agent for the Company, other than VWR except in its the capacity as the of Sub-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;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that the transactions contemplated by 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 specifically required by this Agreement and the other Transaction Documents or reasonably required by the Company, the Administrative Agent, any Group Agent or any Lender to continue the Company’s identity as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such Originator or Originator, its AffiliatesAffiliates and any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, including deposit accounts) separately from the assets (including, without limitation, including 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 the capacity as of the Servicer or a Sub-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 Companyapplicable;
(e) such Originator shall not conduct any of the business of the Company in its own namename (except in the capacity of the Servicer or a of Sub-Servicer, as applicable);
(f) other than with respect to initial organization expenses, 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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Subordinated Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator Transferor hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such Originator Transferor and its Affiliates. Therefore, from and after the date hereof, each Originator Transferor 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 AffiliatesTransferor and any other Person, and is not a division of such Originator Transferor, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator Transferor shall take such actions as shall be required in order that:
(a) such Originator Transferor (other than CB) shall not be involved in the day to day management of the Company;
(b) such Transferor shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator Transferor 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 '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 's assets are not available to satisfy the obligations of such Affiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator Transferor 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 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorsuch Transferor;
(de) 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) such Originator Transferor shall not act as an agent for the Company, other than VWR CB in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewith, VWR each such Transferor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator Transferor shall not conduct any of the business of the Company in its own name;
(fh) such Originator Transferor shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Transferor shall maintain an arm’sarm's-length relationship with the Company;
(hj) such Originator Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator Transferor shall not acquire obligations of the Company (other than than, in the case of the Originators, the Company Notes);
(jl) such Originator Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator Transferor shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator Transferor shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator Transferor shall not enter into, or be a party to, any transaction with the Company, except as contemplated by the Transaction Documents or in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and;
(np) such Originator Transferor shall not pay the salaries of the Company’s 's employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Transferor shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyPurchaser’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 Purchaser is an entity with assets and liabilities distinct from those of such Originator or its Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 (other than OnX) shall not be involved in the day to day management of the Purchaser;
(b) such Originator shall maintain separate corporate records and books of account from the Company Purchaser and otherwise will observe corporate formalities;
(bc) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Company Purchaser to reflect and shall reflect the separate existence of the CompanyPurchaser; provided, that the CompanyPurchaser’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the CompanyPurchaser; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyPurchaser’s assets are not available to satisfy the obligations of such Affiliate;
(cd) except as contemplated hereby or permitted by the CBTS Receivables Purchase Financing 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 Purchaser and (ii) the CompanyPurchaser’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any such Originator;
(de) not identify the telephone number of the Purchaser as its telephone number and all of the Purchaser’s business correspondence and other communications shall be conducted in the Purchaser’s own name;
(f) such Originator shall not act as an agent for the CompanyPurchaser, other than VWR OnX in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewithwith such capacity, VWR each such Originator so serving shall present itself to the public as an agent for the Company Purchaser and a legal entity separate from the CompanyPurchaser;
(eg) such Originator shall not conduct any of the business of the Company Purchaser in its own name;
(fh) such Originator the Purchaser shall not pay any liabilities of the Company out or reimburse as applicable all costs and expenses of its own funds or assetsoperations;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the CompanyPurchaser;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company Purchaser or hold out its credit as being available to satisfy the obligations of the CompanyPurchaser;
(ik) such Originator shall not acquire obligations of the Company (Purchaser other than than, in the Company Notes)case of the Originators, the Subordinated Loans;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyPurchaser, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the CompanyPurchaser;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyPurchaser;
(mo) such Originator shall not enter into, or be a party to, any transaction with the CompanyPurchaser, except as contemplated by the Transaction Documents or in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the CompanyPurchaser’s employees, if any;
(q) services provided to the Purchaser by consultants and agents shall be paid directly from the Purchaser’s bank accounts (or, to the extent paid by such Originator, reimbursed by the Purchaser) and, to the extent any consultant or agent of the Purchaser is also an employee, consultant or agent of such Originator, compensation of such employee, consultant or agent shall be allocated between the Purchaser and such Originator on a basis that reflects the services rendered to the Purchaser and such Originator;
(r) all overhead expenses for items shared between the such Originator and the Purchaser shall be allocated on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; and
(s) to the extent not already covered in paragraphs (a) through (r) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in each of Section 3 of Exhibit IV to the CBTS Receivables Financing Agreement.
Appears in 1 contract
Sources: Canadian Purchase and Sale Agreement (Cincinnati Bell Inc)
Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such the Originator, an Affiliate of the Originator or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such the Originator shall not be involved in the day to day management of the Company;
(b) the Originator shall maintain separate corporate organizational records and books of account from the Company and otherwise will observe corporate formalitiesorganizational formalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such 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 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) such all of the Company's business correspondence and other communications shall be conducted in the Company's own name;
(f) the Originator shall not act as an agent for the Company, other than VWR Lesco 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;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator Transferor 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 Transferor and its Affiliates. Therefore, from and after the date hereof, each Originator Transferor 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 AffiliatesTransferor and any other Person, and is not a division of such Originator Transferor, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator Transferor shall take such actions as shall be required in order that:
(a) such Originator Transferor (other than CB) shall not be involved in the day to day management of the Company;
(b) such Transferor shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator Transferor 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;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator Transferor 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 Originatorsuch Transferor;
(de) 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) such Originator Transferor shall not act as an agent for the Company, other than VWR CB in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewith, VWR each such Transferor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator Transferor shall not conduct any of the business of the Company in its own name;
(fh) such Originator Transferor shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Transferor shall maintain an arm’s-length relationship with the Company;
(hj) such Originator Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator Transferor shall not acquire obligations of the Company (other than than, in the case of the Originators, the Company Notes);
(jl) such Originator Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator Transferor shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator Transferor shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator Transferor shall not enter into, or be a party to, any transaction with the Company, except as contemplated by the Transaction Documents or in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator Transferor shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Transferor shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
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 their respective 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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) 776879244.5 18 separately from the assets (including, without limitation, deposit accounts) of the Company and (ii) the Companysuch Originator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR FleetCor in its capacity as the Servicer, and in connection therewith, VWR FleetCor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Omnibus Amendment (Corpay, Inc.)
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities;
(bc) 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;
(cd) except as contemplated hereby or permitted by each of the CBTS Receivables Financing Agreement and Receivables CBTS 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 such Originator;
(de) all of the Company’s business correspondence and other communications shall be conducted in the Company’s own name;
(f) such Originator shall not act as an agent for the Company, other than VWR CB in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewithwith such capacity, VWR each such Originator so serving shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out shall pay or reimburse as applicable all costs and expenses of its own funds or assetsoperations;
(gi) 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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator The Seller hereby acknowledges that this ------------------------- Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such Originator the Seller and its Affiliates. Therefore, from and after the date hereof, each Originator the Seller 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 Affiliatesthe Seller and any other Person, and is not a division of such Originator the Seller, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Seller shall take such actions as shall be required in order that:
(a) such Originator the Seller shall not be involved in the day to day management of the Company;
(b) the Seller shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such Originator the Seller 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 's -------- assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that -------- ------- any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator the Seller shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) such Originator 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 Seller shall not act as an agent for the Company, other than VWR KCI 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;
(eg) such Originator the Seller shall not conduct any of the business of the Company in its own name;
(fh) such Originator the Seller shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Seller shall maintain an arm’sarm's-length relationship with the Company;
(hj) such Originator the Seller shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator the Seller shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator the Seller shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator the Seller shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator the Seller shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(mo) such Originator the Seller shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such Originator the Seller shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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 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 Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Financing 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 Originatorthe Company;
(de) 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) 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;
(eg) such Originator shall not conduct any of the business of the Company in its own name;; 747538185 22708133 18 Purchase and Sale Agreement
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(np) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Worthington Industries Inc)
Substantive Consolidation. Each Originator The Transferor 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 the Transferor and its Affiliates. Therefore, from and after the date hereof, each Originator the Transferor 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 Affiliatesthe Transferor and any other Person, and is not a division of such Originator the Transferor, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Transferor shall take such actions as shall be required in order that:
(a) such Originator the Transferor shall not be involved in the day to day management of the Company;
(b) the Transferor shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator the Transferor 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 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 Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Financing Agreement, (i) such Originator the Transferor 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 Originatorthe Transferor;
(de) such Originator 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 Transferor shall not act as an agent for the Company, Company (other than VWR in its capacity as the Servicer, and in connection therewith, VWR shall present itself servicing activities pursuant to the public as an agent for the Company and a legal entity separate from the CompanyTransaction Documents);
(eg) such Originator the Transferor shall not conduct any of the business of the Company in its own name;
(fh) such Originator the Transferor shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Transferor shall maintain an arm’s-length relationship with the Company;
(hj) such Originator the Transferor shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator the Transferor shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator the Transferor shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator the Transferor shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator the Transferor shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator the Transferor shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator the Transferor shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, the Transferor shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 8.03 of the Receivables Financing Agreement.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Alliance Resource Partners Lp)
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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities;
(bc) 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;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Financing 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 such Originator;
(de) all of the Company’s business correspondence and other communications shall be conducted in the Company’s own name;
(f) such Originator shall not act as an agent for the Company, other than VWR CB in its capacity as the Servicer or any Originator in its capacity as Sub-Servicer, and in connection therewithwith such capacity, VWR each such Originator so serving shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out shall pay or reimburse as applicable all costs and expenses of its own funds or assetsoperations;
(gi) 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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Substantive Consolidation. Each The Originator hereby acknowledges that this ------------------------- Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s KCI Funding Corporation's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company KCI Funding Corporation is an entity with assets and liabilities distinct from those of such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such the Originator shall not be involved in the day to day management of KCI Funding Corporation;
(b) the Originator shall maintain separate corporate records and books of account from the Company KCI Funding Corporation and otherwise will observe corporate formalitiesformalities and have a separate area from KCI Funding Corporation for its business;
(bc) the financial statements and books and records of such the Originator shall be prepared after the date of creation of the Company KCI Funding Corporation to reflect and shall reflect the separate existence of the CompanyKCI Funding Corporation; provided, that the Company’s KCI Funding Corporation's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the CompanyKCI Funding Corporation; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s KCI Funding Corporation's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (includingof KCI Funding Corporation, without limitation, deposit accounts) of the Company and (ii) and the Company’s Originator's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any OriginatorKCI Funding Corporation;
(de) such all of KCI Funding Corporation's business correspondence and other communications shall be conducted in KCI Funding Corporation's own name and on its own stationery;
(f) the Originator shall not act as an agent for the CompanyKCI Funding Corporation, other than VWR the Originator in its a capacity as the a Sub-Servicer, and in connection therewith, VWR shall present itself to the public as an agent for the Company KCI Funding Corporation and a legal entity separate from the CompanyKCI Funding Corporation;
(eg) such the Originator shall not conduct any of the business of the Company KCI Funding Corporation in its own name;
(fh) such the Originator shall not pay any liabilities of the Company KCI Funding Corporation out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the CompanyKCI Funding Corporation;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company KCI Funding Corporation or hold out its credit as being available to satisfy the obligations of the CompanyKCI Funding Corporation;
(ik) such the Originator shall not acquire obligations of the Company (other than the Company Notes)KCI Funding Corporation;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyKCI Funding Corporation, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the CompanyKCI Funding Corporation;
(ln) such the Originator shall correct any known misunderstanding respecting regarding its separate identity from the CompanyKCI Funding Corporation;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the CompanyKCI Funding Corporation, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such the Originator shall not pay the salaries of the Company’s KCI Funding Corporation's employees, if any.
Appears in 1 contract
Sources: Sale Agreement (KPMG Consulting Inc)
Substantive Consolidation. Each TheEach 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 thesuch Originator and its Affiliates. Therefore, from and after the date hereof, each thesuch 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 thesuch Originator or its Affiliatesand any other Person, and is not a division of such Originator thesuch Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such thesuch Originator shall take such actions as shall be required in order that:
(a) such thesuch Originator shall not be involved in the day to day management of the Company; provided that the companies may share certain officers, managers and directors;
(b) thesuch Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such thesuch 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;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such thesuch Originator shall maintain its itstheir 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 Originatorthe Company;
(de) such 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) none of thesuch Originator or its Affiliates shall not act as an agent for the Company, other than VWR Contributing Originator in its capacity as the Servicer, and in connection therewith, VWR the Contributing Originator shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such thesuch Originator shall not conduct any of the business of the Company in its itstheir own name;
(fh) such thesuch Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such thesuch Originator shall maintain an arm’s-length relationship with the Company;; 740816958 17540157 18
(hj) such thesuch Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such except for thea Company Note, thesuch Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such thesuch Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such thesuch Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such thesuch Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such thesuch Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such thesuch Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, thesuch Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR KSI 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;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) 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 debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such Originator shall not acquire obligations of the Company (other than the Company Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Kulicke & Soffa Industries Inc)
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanySeller’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 Seller is an entity with assets and liabilities distinct from those of such Originator or its Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Seller;
(b) such Originator shall maintain separate corporate records and books of account from the Company Seller and otherwise will observe corporate formalitiesformalities and have a separate area from the Seller for its business (which may be located at the same address as the Seller, and, to the extent that it and the Seller have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Company Seller to reflect and shall reflect the separate existence of the CompanySeller; provided, that the CompanySeller’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the CompanySeller; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanySeller’s assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 Seller and (ii) the Company’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any other Originator;
(de) all of the Seller’s business correspondence and other communications shall be conducted in the Seller’s own name and on its own stationery;
(f) such Originator shall not act as an agent for the Company, Seller (other than VWR in its capacity as the Servicer, and in connection therewith, VWR shall present itself servicing activities pursuant to the public as an agent for the Company and a legal entity separate from the CompanyTransaction Documents);
(eg) such Originator shall not conduct any of the business of the Company Seller in its own name;
(fh) such Originator shall not pay any liabilities of the Company Seller out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the CompanySeller;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company Seller or hold out its credit as being available to satisfy the obligations of the CompanySeller;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Seller;
(j1) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanySeller, including, without limitation, shared office space;
(k) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator shall not pay the salaries of the Company’s employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Arch Western Resources LLC)
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the 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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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; providedPROVIDED, that the Company’s 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; providedPROVIDED, howeverHOWEVER, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 (including through the maintenance of a separate bank account), and (ii) the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company (except as permitted by the Receivables Purchase Agreement in connection with servicing the Pool Receivables);
(de) such 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) 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 corporation separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own Originator's name;
(fh) such Originator shall not pay any liabilities of the Company out of its own Originator's funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Companycompany;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Werner Holding Co Inc /De/)
Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such : the Originator shall not be involved in the day to day management of the Company; the Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalities;
(b) formalities and have a separate area from the Company for its business; the financial statements and books and records of such 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 '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 ▇▇▇▇▇▇▇▇▇ or any Affiliate thereof that any are consolidated to include the Company will contain detailed notes clearly stating that (i) a special purpose corporation exists as a Subsidiary of ▇▇▇▇▇▇▇▇▇, (ii) the Originator has sold receivables and other related assets to such consolidated special purpose Subsidiary that, in turn, has sold undivided interests therein to certain financial statement or the notes thereto shall make clear institutions and other entities and (iii) that the Company’s special purpose Subsidiary's assets are not available to satisfy the obligations of such ▇▇▇▇▇▇▇▇▇ or any Affiliate;
(c) ; except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any the Originator;
(d) such ; all of the Company's business correspondence and other communications shall be conducted in the Company's own name and on its own stationery; the 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 ; the Originator shall not conduct any of the business of the Company in its own name;
(f) such ; the 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’sarm's-length relationship with the Company;
(h) such ; the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i) such ; the Originator shall not acquire obligations of the Company (other than Company; the Company Notes);
(j) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k) such ; the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l) such ; the Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m) such ; the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(n) such and the Originator shall not pay the salaries of the Company’s 's employees, if any. The provisions of this Section 6.4 shall survive any termination of this Agreement for one year and one day after the latest of the Facility Termination Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding or the date on which all other amounts owed by the Originator under this Agreement or the Receivables Purchase Agreement to the Seller, the Issuer, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Carpenter Technology Corp)
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 their respective 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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 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 Affiliateaffiliate;
(cd) 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 Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR FleetCor in its capacity as the Servicer, and in connection therewith, VWR FleetCor shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Fleetcor Technologies Inc)
Substantive Consolidation. Each 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 such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such the Originator shall not be involved in the day to day management of the Company; provided that the companies may share certain officers, managers and directors;
(b) the Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business (which may be located at the same address as the Company, and, to the extent that it and the Company have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such 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, 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;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the 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 Originatorthe Company;
(de) such 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) none of the Originator or its Affiliates shall not act as an agent for the Company, other than VWR Originator in its capacity as the Servicer, and in connection therewith, VWR Originator shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such except for the Company Note, the Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such the Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such the Originator shall not pay the salaries of the Company’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, the Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Affiliatesand any other Person, and is not a division or department of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Company;
(b) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(bc) 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 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 Company, (ii) and the Company’s Originator's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) 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) such Originator shall not act as an agent for the Company, other than VWR York International Corporation in its capacity as the Servicer, and in connection therewith, VWR shall present itself to the public as an a servicing agent for the Company and a legal entity separate from the Company;
(eg) such Originator shall not conduct any of the business of the Company in its own name;
(fh) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company or seek credit for its own account based on the assets of the Company;
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(mo) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such Originator shall not pay the salaries of the Company’s 's employees, if any. The provisions of this Section 6.4 shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (York International Corp /De/)
Substantive Consolidation. Each Originator The Seller hereby acknowledges that the transactions contemplated by this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBuyer’s identity as a legal entity separate from such Originator the Seller and its Affiliates. Therefore, from and after the date hereof, each Originator Seller shall take all reasonable steps necessary specifically required by this Agreement and the other Transaction Documents or reasonably required by the Buyer, the Administrative Agent, any Group Agent or any Lender to continue the Buyer’s identity as a separate legal entity and to make it apparent to third Persons that the Company Buyer is an entity with assets and liabilities distinct from those of such Originator or the Seller, its AffiliatesAffiliates and any other Person, and is not a division of such Originator the Seller, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator the Seller shall take such actions as shall be required in order that:
(a) such Originator The Seller shall maintain separate corporate records and books of account from the Company Buyer 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 Seller shall reflect the separate existence of the CompanyBuyer; provided, that the CompanyBuyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate or Affiliates of the CompanyBuyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyBuyer’s assets are not available to satisfy the obligations of such AffiliateAffiliate or Affiliates;
(c) except as contemplated hereby or permitted by the Receivables Purchase Financing Agreement, (i) such Originator the Seller shall maintain its assets (including, without limitation, including deposit accounts) separately from the assets (including, without limitation, including deposit accounts) of the Company Buyer and (ii) the CompanyBuyer’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Seller;
(d) such Originator the Seller shall not act as an agent for the CompanyBuyer, other than VWR in its the capacity as the of a Servicer or a Sub-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 Companyapplicable;
(e) such Originator the Seller shall not conduct any of the business of the Company Buyer in its own namename (except in the capacity of a Servicer or a Sub-Servicer, as applicable);
(f) such Originator other than with respect to initial organization expenses, the Seller shall not pay any liabilities of the Company Buyer out of its own funds or assets;
(g) except as contemplated by the Transaction Documents, such Originator the Seller shall maintain an arm’s-length relationship with the CompanyBuyer;
(h) such Originator the Seller shall not assume or guarantee or become obligated for the debts of the Company Buyer or hold out its credit as being available to satisfy the obligations of the CompanyBuyer;
(i) such Originator the Seller shall not acquire obligations of the Company (other than the Company Notes)Buyer;
(j) such Originator the Seller shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyBuyer, including, without limitation, shared office spaceas applicable;
(k) such Originator the Seller shall identify and hold itself out as a separate and distinct entity from the CompanyBuyer;
(l) such Originator the Seller shall correct any known misunderstanding respecting its separate identity from the CompanyBuyer;
(m) such Originator the Seller shall not enter into, or be a party to, any transaction with the CompanyBuyer, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third party; and
(n) such Originator the Seller shall not pay the salaries of the CompanyBuyer’s employees, if any.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Exact Sciences Corp)
Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets 18 and liabilities distinct from those of such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such 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 formalitiesformalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such the Originator shall be prepared after the date of creation of the Company to reflect and shall reflect the separate existence of the Company; providedPROVIDED, that the Company’s 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; providedPROVIDED, howeverHOWEVER, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s Originator's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(de) such 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 for the Company, other than VWR LGEC 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;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such the Originator shall not acquire obligations of the Company (Company, other than the Company Notes)Note;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such the Originator shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such the Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Louisville Gas & Electric Co /Ky/)
Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each 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 such the Originator or its Affiliatesand any other Person, and is not a division of such Originator the Originator, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:
(a) such the Originator, in its capacity as such, shall not be involved in the day-to-day management of the Company except for the provision of accounting and other services as contemplated by this Agreement;
(b) the Originator shall maintain separate corporate organizational records and books of account from the Company and otherwise will observe corporate formalitiesorganizational formalities and have a separate area from the Company for its business;
(bc) the financial statements and books and records of such the Originator shall be prepared after the date of creation of the Company to reflect and shall reflect the separate existence of the CompanyCompany except to the extent that any such books and records are required by any applicable tax law to be maintained on a different basis; provided, that the Company’s 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such the Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any the Originator;
(de) such 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 for the Company, other than VWR Church & Dwight in its capacity as the Servicer, and in connection therewiththere▇▇▇▇, VWR shall present itself to the public as an agent for the Company and a legal entity separate from the Company;
(eg) such the Originator shall not conduct any of the business of the Company in its own name;
(fh) such the Originator shall not pay any liabilities of the Company out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(hj) such the Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(ik) such the Originator shall not acquire obligations of the Company (other than after the date hereof, it being understood that the Company Notes)Note is outstanding on the date hereof;
(jl) such the Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(km) such the Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(ln) such the Originator shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(mo) such the Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
(np) such the Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Church & Dwight Co Inc /De/)
Substantive Consolidation. Each Originator Seller hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanySPV’s identity as a legal entity separate from such Originator Seller, the Buyer and its their respective Affiliates. Therefore, from and after the date hereof, each Originator Seller shall take all reasonable steps necessary to make it apparent to third Persons that the Company SPV is an entity with assets and liabilities distinct from those of such Originator or its AffiliatesSeller and any other Person, and is not a division of such Originator Seller, its Affiliates or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator Seller shall take such actions as shall be required in order that:
(a) such Originator Seller shall not be involved in the day to day management of the SPV;
(b) such Seller shall maintain separate corporate records and books of account from the Company SPV and otherwise will observe corporate formalitiesformalities and have a separate area from the SPV for its business (which may be located at the same address as the SPV, and, to the extent that it and the SPV have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) the financial statements and books and records of such Originator Seller shall be prepared after the date of creation of the Company SPV to reflect and shall reflect the separate existence of the CompanySPV; provided, that the CompanySPV’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the CompanySPV; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanySPV’s assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator Seller shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company SPV and (ii) the CompanySPV’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe SPV;
(de) all of the SPV’s business correspondence and other communications shall be conducted in the SPV’s own name and on its own stationery;
(f) such Originator Seller shall not act as an agent for the CompanySPV, other than VWR FleetCor in its capacity as the Servicer, and in connection therewith, VWR FleetCor shall present itself to the public as an agent for the Company SPV and a legal entity separate from the CompanySPV;
(eg) such Originator Seller shall not conduct any of the business of the Company SPV in its own name;
(fh) such Originator Seller shall not pay any liabilities of the Company SPV out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator Seller shall maintain an arm’s-length relationship with the CompanySPV;
(hj) such Originator Seller shall not assume or guarantee or become obligated for the debts of the Company SPV or hold out its credit as being available to satisfy the obligations of the CompanySPV;
(ik) such Originator Seller shall not acquire obligations of the Company (other than the Company Notes)SPV;
(jl) such Originator Seller shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanySPV, including, without limitation, shared office space;
(km) such Originator Seller shall identify and hold itself out as a separate and distinct entity from the CompanySPV;
(ln) such Originator Seller shall correct any known misunderstanding respecting its separate identity from the CompanySPV;
(mo) such Originator Seller shall not enter into, or be a party to, any transaction with the CompanySPV, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator Seller shall not pay the salaries of the CompanySPV’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Seller shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Fleetcor Technologies Inc)
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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:
(a1) such Originator shall not be involved in the day to day management of the Company;
(2) such Originator shall maintain separate corporate records and books of account from the Company and otherwise will observe corporate formalitiesformalities and have a separate area from the Company for its business;
(b3) 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; providedPROVIDED, that the Company’s 's assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the Company; providedPROVIDED, howeverHOWEVER, that any such consolidated financial statement or the notes thereto shall make clear that the Company’s 's assets are not available to satisfy the obligations of such Affiliateaffiliate;
(c4) 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 Company, (ii) and the Company’s 's assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Company;
(d5) all of the Company's business correspondence and other communications shall be conducted in the Company's own name and on its own stationery;
(6) such Originator shall not act as an agent for the Company, other than VWR Atrium 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;
(e7) such Originator shall not conduct any of the business of the Company in its own name;
(f) 8) such Originator shall not pay any liabilities of the Company out of its own funds or assets;
(g9) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’sarm's-length relationship with the Company;
(h10) such Originator shall not assume or guarantee or become obligated for the debts of the Company or hold out its credit as being available to satisfy the obligations of the Company;
(i11) such Originator shall not acquire obligations of the Company (other than the Company Notes)Company;
(j12) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Company, including, without limitation, shared office space;
(k13) such Originator shall identify and hold itself out as a separate and distinct entity from the Company;
(l14) such Originator shall correct any known misunderstanding respecting its separate identity from the Company;
(m15) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’sarm's-length transaction with an unrelated third party; and
and (n16) such Originator shall not pay the salaries of the Company’s 's employees, if any.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBuyer’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 Buyer is an entity with assets and liabilities distinct from those of such Originator or its Affiliatesand any other Person, and is not a division of such Originator Originator, its Affiliates or its Affiliatesany other Person. 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 not be involved in the day to day management of the Buyer;
(b) such Originator shall maintain separate corporate records and books of account from the Company Buyer and otherwise will observe corporate formalitiesformalities and, to the extent that it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(bc) 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 CompanyBuyer; provided, that the CompanyBuyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate affiliate of the CompanyBuyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyBuyer’s assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) 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 Buyer and (ii) the CompanyBuyer’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originatorthe Buyer;
(de) all of the Buyer’s business correspondence and other communications that are not conducted on its behalf by the Servicer or any Originator as Sub-Servicer shall be conducted in the Buyer’s own name and on its own stationery;
(f) 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 CompanyBuyer;
(eg) such Originator shall not conduct any of the business of the Company Buyer in its own namename (except in the capacity of Sub-Servicer);
(fh) such Originator shall not pay any liabilities of the Company Buyer out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such Originator shall maintain an arm’s-length relationship with the CompanyBuyer;
(hj) such Originator shall not assume or guarantee or become obligated for the debts of the Company Buyer or hold out its credit as being available to satisfy the obligations of the Company;Buyer; 701741768 12403015
(ik) such Originator shall not acquire obligations of the Company (other than the Company Notes)Buyer;
(jl) such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyBuyer, including, without limitation, shared office space;
(km) such Originator shall identify and hold itself out as a separate and distinct entity from the CompanyBuyer;
(ln) such Originator shall correct any known misunderstanding respecting its separate identity from the CompanyBuyer;
(mo) such Originator shall not enter into, or be a party to, any transaction with the CompanyBuyer, except in the ordinary course of its business and on terms which could are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; and;
(np) such Originator shall not pay the salaries of the CompanyBuyer’s employees, if any; and
(q) to the extent not already covered in paragraphs (a) through (p) above, such Originator shall comply and/or act in accordance with all of the other separateness covenants set forth in Section 3 of Exhibit IV to the Receivables Purchase Agreement.
Appears in 1 contract
Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBuyer’s identity as a legal entity separate from such Originator and its Affiliateseach Originator. 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 Buyer is an entity with assets and liabilities distinct from those of such each Originator or its Affiliatesand any other Person, and is not a division of such Originator any other Originator, any Affiliates of the Originators or its Affiliatesany other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such each Originator shall take such actions as shall be required in order that:
(a) such Originator the Originators shall not be involved in the day-to-day management of the Buyer;
(b) the Originators shall maintain separate corporate organizational records and books of account from the Company Buyer and otherwise will observe corporate formalitiesorganizational formalities and have a separate area from the Buyer for its business;
(bc) the financial statements and books and records of such Originator the Originators shall be prepared after the date of creation of the Company Buyer to reflect and shall reflect the separate existence of the CompanyBuyer; provided, that the CompanyBuyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the CompanyBuyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the CompanyBuyer’s assets are not available to satisfy the obligations of such Affiliateaffiliate;
(cd) except as contemplated hereby or permitted by the Receivables Purchase Agreement, (i) such Originator the Originators shall maintain its their assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Company and Buyer, (ii) and the CompanyBuyer’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of any Originator;
(de) such all of the Buyer’s business correspondence and other communications shall be conducted in the Buyer’s own name and on its own stationery;
(f) no Originator shall not act as an agent for the CompanyBuyer, other than VWR Strategic Energy in its capacity as the ServicerServicer and any Originator which acts as a Sub-Servicer pursuant to the Receivables Purchase Agreement, and in connection therewith, VWR shall present itself to the public as an agent for the Company Buyer and a legal entity separate from the CompanyBuyer;
(eg) such no Originator shall not conduct any of the business of the Company Buyer in its own name;
(fh) such no Originator shall not pay any liabilities of the Company Buyer out of its own funds or assets;
(gi) except as contemplated by the Transaction Documents, such each Originator shall maintain an arm’s-length relationship with the CompanyBuyer;
(hj) such no Originator shall not assume or guarantee or become obligated for the debts of the Company Buyer or hold out its credit as being available to satisfy the obligations of the CompanyBuyer;
(ik) such no Originator shall not acquire obligations of the Company (other than the Company Notes)Buyer;
(jl) such each Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the CompanyBuyer, including, without limitation, shared office space;
(km) such each Originator shall identify and hold itself out as a separate and distinct entity from the CompanyBuyer;
(ln) such each Originator shall correct any known misunderstanding respecting regarding its separate identity from the Company;
(m) such Originator shall not enter into, or be a party to, any transaction with the Company, except in the ordinary course of its business and on terms which could be obtained in a comparable arm’s-length transaction with an unrelated third partyBuyer; and
(no) such no Originator shall not pay the salaries of the CompanyBuyer’s employees, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Kansas City Power & Light Co)