Coach 2013 Annual Report Download - page 106

(c) file its own tax returns as may be required under applicable Law to the extent (i) not part of a consolidated group filing a
consolidated return or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law;
(d) not commingle assets with those of any other Person, including, without limitation, any of its Members;
(e) conduct its own business in its own name;
(f) maintain and periodically prepare separate financial statements and not consolidate its financial statements with any other Person
for any purpose;
(g) pay its own liabilities out of its own funds and not hold out the credit or assets of any other Person as being able to satisfy the
obligations of the Company;
(h) observe all formalities required by the Act, the Articles, and this Agreement;
(i) maintain an “arm’s-length relationship” with its Affiliates;
(j) pay the salaries of its own employees, if any;
(k) not hold out its credit or assets as being available to satisfy the obligations of any other Person;
(l) to the extent that it shares office space with its Members or Affiliates and pays any overhead costs or other expenses therefor,
allocate fairly and reasonably, based on fair market value (without mark-up to the Company) any overhead and expense for shared office space;
(m) use separate bank accounts and checks;
(n) not (i) incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent, with any Affiliate (other than
nonrecourse loans made by Members in lieu of capital contributions to the Company and loans made by Members pursuant to Section 4.3), and (ii) not to
pledge any of its assets for the benefit of any Affiliate;
(o) correct any known misunderstanding regarding its separate identity;
(p) not make any loans or advances to any third party other than in the ordinary course and not acquire the securities of any
Member;
(q) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual asset or
assets, as the case may be, from those of any Affiliate or any other Person;
(r) not engage in any business or own any assets other than as provided in Section 1.3;
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