Valid Business Purpose Clause Samples
The Valid Business Purpose clause defines the requirement that certain actions or decisions under an agreement must be justified by a legitimate and bona fide business reason. In practice, this means that parties cannot undertake transactions, make changes, or exercise rights solely for personal gain, tax avoidance, or other improper motives; instead, their actions must align with the genuine operational needs or objectives of the business. This clause helps ensure that contractual provisions are not abused for unintended purposes, thereby maintaining the integrity of the agreement and protecting both parties from manipulative or bad-faith conduct.
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Valid Business Purpose. The transfers and conveyances of Transferred Assets by the Seller to the Issuer pursuant to the terms of this Agreement are being consummated by the Seller in good faith, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors of the Seller;
Valid Business Purpose. The Seller has valid business reasons for selling the Transferred Assets to the Issuer rather than obtaining a loan with such assets as collateral;
Valid Business Purpose. The Seller has valid business reasons for selling, transferring and conveying the Contributed Assets and Excess Assets to the Issuer;
Valid Business Purpose. 39 6.2 FAIR MARKET VALUE AND FACE VALUE .......................................................40 6.3 PRE-EMPTIVE RIGHTS ....................................................................................40 6.4 DEBT CAPITALIZATION ..................................................................................41 6.5 SUBSCRIBERS OF SHARES TO BECOME PARTIES .............................................41
Valid Business Purpose. From the Scheme Completion Time onwards, any share capital increase of the Company shall necessarily have a valid business purpose. A share capital increase is deemed to have a “valid business purpose” when it is in the best interests of the Company and, in addition, it is so determined and certified by the Board, subject to directors’ fiduciary duties.
Valid Business Purpose. The Account and Card(s) may only be used for valid and lawful business purposes and only for the benefit of Customer. Fuel purchases on Cards are for Cardholder’s consumption only. Using the Account or Cards for bulk fuel purchases is strictly prohibited. If Customer, or a business or individual authorized by Customer, uses the Card(s) or Account in violation of this section, Customer shall be responsible for such prohibited use and shall be liable to Shell for all amounts and expenses incurred by or on behalf of Shell as a result of the prohibited use. Use of Account and Cards may be canceled, revoked, repossessed or restricted by Service Provider at any time if Service Provider suspects prohibited use of the Account or Cards.
Valid Business Purpose. A valid business purpose is one or more business purposes other than the avoidance of a restriction or obligation under this Agreement, which alone or in combination constitute the primary motivation for some business activity or transaction, which activity or transaction changes in a meaningful way the economic position of the Company.