ADDITIONAL FORMALITIES Sample Clauses

ADDITIONAL FORMALITIES. On each occasion that a Security Document is entered into pursuant to Clause 17.2 (Further Security), there shall be delivered to the Facility Agent with the original Security Document certified copies of the documents listed in paragraph 1 of Schedule 3 in respect of the relevant Group Company which executes that Security Document, each to be in a form satisfactory to the Facility Agent (acting reasonably), together with evidence that any necessary and available financial assistance procedures have been complied with and together with such legal opinions as the Facility Agent may reasonably require (it being acknowledged that such opinion will, where applicable, contain customary qualifications for the jurisdiction in question as to the granting of such security in the circumstances, and over the assets, in question).
Sample 1
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ADDITIONAL FORMALITIES. 16.1 Welltower hereby advises Xx Xxxxxx to consult with an attorney licensed to practice law in one or more jurisdictions in the United States of America of his choosing prior to signing this Agreement. Xx Xxxxxx understands and agrees that he has the right and has been given the opportunity to review this Agreement with such an attorney. Xx Xxxxxx acknowledges and agrees that the payments and benefits provided by Welltower under the terms of the Programs are sufficient consideration to require him to comply with his obligations under this Agreement. Xx Xxxxxx represents that he has read this Agreement and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion. Except as otherwise provided in Clause 16.2, XX XXXXXX, FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EACH AND EVERY WELLTOWER RELEASED PARTY AS OF THE DATE OF EXECUTION OF THIS AGREEMENT.
Sample 1
ADDITIONAL FORMALITIES. Notwithstanding the provisions of Clause 4.3, each of the Sellers and the Management Company expressly agree and acknowledge that the assignment of Eligible Receivables from Sellers to the FCC, in compliance with this Clause 4, may not be enforceable against certain Debtors until notice of the sale of such Eligible Receivables has been given to the relevant Debtor in accordance with the law governing the Eligible Receivables (other than French law) or the law of the country where such Debtors are located (other than French law). However, the Management Company (or, as the case may be, the Back-Up Servicer) may, at all times, inform the relevant Seller that it believes appropriate to make, carry out or comply with such notifications, filings, acts, registrations and other formalities, as may, in the reasonable opinion of the Management Company (or, as the case may be, the Back-Up Servicer), be required to ensure that the assignment of the Eligible Receivables becomes enforceable against the corresponding Debtors, subject always to the provisions of Clause 8.
Sample 1
ADDITIONAL FORMALITIES. 8 4.5 NO FORMALITIES IN RELATION TO ANCILLARY RIGHTS..............................................8 4.6
Sample 1

Related to ADDITIONAL FORMALITIES

  • Formalities Parties to this Agreement

  • Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

  • Due Formation The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.

  • Proposal Format 4.1 In order to maximize efficiency and minimize the time for proposal evaluation, it is required that all Offerors submit their proposals in accordance with the format and content specified herein.

  • General Application The rules set forth below in this Article IV shall apply for the purposes of determining each Member’s general allocable share of the items of income, gain, loss or expense of the Company comprising Net Income or Net Loss of the Company for each Fiscal Year, determining special allocations of other items of income, gain, loss and expense, and adjusting the balance of each Member’s Capital Account to reflect the aforementioned general and special allocations. For each Fiscal Year, the special allocations in Section 4.4 shall be made immediately prior to the general allocations of Section 4.3.

  • Assistance Registry Operator will co-­‐operate and provide reasonable assistance to ICANN and the CZDA Provider to facilitate and maintain the efficient access of zone file data by permitted users as contemplated under this Schedule.

  • File Format Standard Registry Operator (optionally through the CZDA Provider) will provide zone files using a subformat of the standard Master File format as originally defined in XXX 0000, Section 5, including all the records present in the actual zone used in the public DNS. Sub-­‐format is as follows:

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

  • Other Notices In case at any time:

  • Tax Returns and Payments Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all material returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

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