The corporate separateness clause ensures that each corporate entity within a group maintains its legal and financial independence from other affiliated entities. This clause protects each entity from being automatically liable for the debts and obligations of its affiliates, thereby preserving their distinct legal identities.
The uncompensated services Ashford Inc. employees have provided to the Dallas Express thus strongly suggests that Mr. Bennett has failed to respect the corporate separateness of these entities, and treated each of his companies as a mere alter ego of his own personal interests.
Finally, the employment of Ashford Inc. employees in the service of the Dallas Express suggests a failure to maintain corporate separateness across Mr. Bennett’s various entities, which could expose stockholders of the Company to liabilities and obligations of the Dallas Express and/or one of Mr. Bennett’s other entities under an alter ego or veil piercing theory.
ExxonMobil’s affiliate Esso Exploration and Production Guyana Limited is the operator in Guyana. “ExxonMobil” “we” or “our” is used herein, for convenience and simplicity. Nothing contained herein is intended to override corporate separateness.
Cleco Power is solidly ring-fenced with key corporate separateness provisions and restrictions on the ability to make distributions
Corporate Separateness. The Loan Parties shall, and shall cause each of their Subsidiaries to, except as otherwise permitted hereunder or under the other Loan Documents: (a) individually or collectively maintain their own deposit and securities accounts, as applicable, and all other accounts, separate from those of any of their Affiliates (other than the Loan Parties and their Subsidiaries) with commercial banking or financial institutions, and prevent such funds from being commingled with the funds of any of their Affiliates (other than the other the Loan Parties and their Subsidiaries); (b) to the extent that the Loan Parties and their Subsidiaries and any of their Affiliates (other than the Loan Parties and their Subsidiaries) have offices in the same location, ensure that there shall be a fair and appropriate allocation of overhead costs among them, and the Loan Parties and their Subsidiaries shall bear their fair share of such expenses; (c) to the extent that the Loan Parties and their Subsidiaries and any of their Affiliates (other than the Loan Parties and their Subsidiaries) jointly have the benefit of amounts under any contracts, ensure that they contribute to such amounts on a fair and reasonable basis, based on each party’s use and expense.
Corporate Separateness. The performance by the Securitization Program Debtors of their respective obligations under the Securitization Transaction Documents, the consummation of the transactions contemplated by the Securitization Transaction Documents and the conduct by the Debtors of their respective businesses, whether occurring prior or subsequent to the Petition Date, do not, and shall not, provide a basis for: (a) a substantive consolidation of the assets and liabilities of any or all of any Securitization Program Debtor or any other Debtor with the assets and liabilities of Audacy Receivables
Corporate Separateness; Related Matters and Covenants. ADT agrees to cause the Seller to fully comply with its covenants in Section 7.8, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Seller.
Corporate Separateness; Related Matters and Covenants. The Seller covenants and agrees to take such actions as shall be necessary in order that: (a) Special Purpose Entity. The Seller will be a special purpose limited liability company whose activities are restricted in its Constituent Documents to: (i) negotiating, authorizing, executing, delivering, entering into and performing its obligations under the Transaction Documents to which it is a party and undertaking any other activities related thereto, including (A) purchasing or otherwise acquiring Pool Receivables, Related Assets and other assets from ADT, and owning, holding, transferring, assigning, selling, contributing to capital, pledging and otherwise dealing with such assets, (B) entering into and performing its obligations under agreements for the selling, servicing and financing of the Receivable Pool, (C) opening, maintaining and/or terminating any accounts in connection therewith, (D) making all payments of Yield, Fees and other amounts owed by it under or in connection with this Agreement and the other Transaction Documents, and (E) receiving cash payments of the RPA Deferred Purchase Price, and making cash payments from such amounts to ADT as purchase price in accordance with the Sale Agreement or paying dividends and distributions to ADT; and (ii) engaging in any lawful act or activity and exercising any powers not prohibited under the Transaction Documents and permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to, and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes. (b) Commingling. Except as otherwise expressly permitted by this Agreement, the Seller shall not commingle any of its assets or funds with those of any of its Affiliates. (c) Independent Manager. At least one member of the Seller’s board of directors shall be an Independent Manager and the limited liability company agreement of the Seller shall provide: (i) for substantially the same definition of “Independent Manager” as used herein, (ii) that prior to the Final Payout Date, no Person shall be authorized or empowered to, and the Seller shall not, without the prior unanimous written consent of the Seller’s board of managers and the Independent Manager, file a voluntary bankruptcy petition or file or consent to the filing of any bankruptcy, insolvency or reorganization petition under any applicable federal or state law relating to bankruptcy naming the Seller as debtor or otherwise institute bankruptcy or insolvency proceedings by or against the Seller or otherwise seek with respect to such entity relief under any laws relating to the relief from debts or the protection of debtors generally, and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be amended prior to the Final Payout Date without the prior written consent of the Administrative Agent and the Collateral Agent, and the prior unanimous written consent of the Seller’s board of managers and the Independent Manager.
Maintenance of Corporate Existence and Corporate Separateness Subject to Article IV, the Issuer and the Guarantor will each do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.
Section 605 Corporate Separateness of the Issuer. (a) The Issuer shall (1) conduct its business in its own name, (2) maintain its books and records separate from those of any other Person, (3) not commingle its funds with any other Person (except for any commingling of Collections which may occur prior to the identification and segregation of such amounts in accordance with the terms of the Management Agreement) and maintain its bank accounts separate from those of any other Person (except as permitted by the Management Agreement and which may occur in accordance with the terms of the Intercreditor Collateral Agreement), (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) hold itself out as a separate entity and (6) observe organizational formalities. (b) Notwithstanding any provision of law which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person, (2) act other than in its limited liability company name and through its duly authorized officers, managers or agents, (3) enter into any transaction described in Section 607 (except pursuant to this Indenture) other than trade payables and expense accruals incurred in the ordinary course of its business, or (4) engage in any other activity not contemplated by this Indenture or other Transaction Documents.
Sellers are hereinafter sometimes referred to collectively as “ExxonMobil” solely for convenience and simplicity; such reference is not intended to in any way affect the corporate separateness of these separate legal entities.
The use of such terms in any statement herein does not mean they apply to Suncor Energy Inc. or any particular affiliate, and does not waive the corporate separateness of any affiliate. For further clarity, Suncor Energy Inc. does not directly operate or own assets in the U.S.
Any financial statements distributed to any creditors of any SPV shall clearly establish or indicate the corporate separateness of such SPV from Borrower and its Subsidiaries.
Corporate Separateness. (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular Board of Directors’ meetings or action by directors without a meeting and the maintenance of corporate offices and records. (b) Ensure that (i) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of any Borrower or any of the Borrower’s Restricted Subsidiaries, and (ii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from such Borrower and such Borrower’s Restricted Subsidiaries.
Books and Records; Accountants; Corporate Separateness. (a) (i) Maintain and cause each Subsidiary thereof to maintain, proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties or such Subsidiary, as the case may be. (b) At all times, retain a Registered Public Accounting Firm and permit such Registered Public Accounting Firm to discuss, with respect to each Loan Party and each Subsidiary thereof, such Person’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Administrative Agent, provided, that the Borrower shall be given reasonable opportunity to be present and at participate in any such discussions between the Administrative Agent and the Registered Public Accounting Firm. (c) Ensure that, except as otherwise permitted by this Agreement, no material assets of any Immaterial Subsidiary which holds any material assets or has any material liabilities are commingled with any material assets of any Loan Party.
Corporate Separateness. The Borrower shall, and shall cause each of its Subsidiaries that are Loan Parties to, conduct its business and operations separate from that of each Affiliate that is not a Loan Party. Without limiting the generality of the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries, to commingle funds with any Person that is not a Loan Party.
Corporate Separateness. The Loan Parties, jointly and severally, agree to, and to cause each of their respective Material Subsidiaries to, satisfy customary corporate formalities, including the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate records. None of the Loan Parties or any of their respective Material Subsidiaries shall conduct its or their affairs in a manner which is reasonably likely to result in the corporate or other existence of any Loan Party or any of its Material Subsidiaries being ignored, or in the assets and liabilities of any Loan Party or any of its Material Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.
Maintenance of Corporate Separateness. Satisfy customary corporate or limited liability company formalities and other requirements necessary to preserve the separate existence of each Unrestricted Subsidiary from the Borrower and each Restricted Subsidiary.
The indenture governing the Taco Bell Securitization Notes contains affirmative and negative covenants customary for transactions of this type, such as limitations on creating liens, incurring indebtedness, paying dividends, making investments, making acquisitions and dispositions of properties and businesses, and maintaining corporate separateness.
Maintenance of Corporate Separateness. The Borrower shall not make any payment to a creditor of the Guarantor or any Restricted Subsidiary in respect of any liability of the Guarantor or any Restricted Subsidiary (except to the extent of Investments permitted hereunder).
Corporate separateness is a legal and financial principle that ensures a corporation is treated as a distinct legal entity, separate from its shareholders or parent company. This concept protects shareholders from personal liability beyond their investment in stock and maintains a clear distinction between the corporation’s assets and liabilities and those of other corporate entities or individuals.
Example: A parent company and its subsidiary are considered separate entities. If the subsidiary incurs debt, the parent company is not automatically liable to repay those debts.
Corporate separateness is crucial in situations where clear legal, financial, and operational boundaries need to be maintained between different corporate entities. It should be used:
Example: A holding company sets up individual subsidiaries for each business unit to ensure that legal issues in one do not adversely affect the others.
To communicate corporate separateness in legal or business documentation, ensure that clear language is used to define the independent status of each entity involved. Explicit reference to the legal standing and separate nature should be made. This can include:
Example: “The Subsidiary, as a separate legal entity, retains its own financial statements, separate banking accounts, and holds independent liability for all its financial, legal, and operational commitments.”
Contracts that typically contain terms emphasizing corporate separateness include:
Example: “This Operating Agreement confirms that the LLC operates as an independent entity, with no liability for the obligations incurred by any member individually.”
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The cost allocation clause outlines how financial responsibilities and expenses are distributed among the parties involved in a contract. It specifies the proportion or method by which costs are shared, ensuring clarity and preventing disputes over financial obligations.
The Counterparts and Electronic Signatures clause stipulates that a contract may be executed in multiple counterparts, each of which is considered an original, and that electronic signatures are as legally binding as handwritten ones. This allows parties to sign the contract in different locations and facilitates execution through digital means.
The "Counterparts" clause allows a contract to be signed in multiple identical copies, often by different parties, with each copy treated as an original. This provision facilitates the signing process when parties are in different locations, ensuring that the contract is legally binding even if signed separately.
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