Organizational Formalities Sample Clauses

Organizational Formalities. 23. Debtor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of formation and each state in which it is qualified to do business, and is, and will be treated as a partnership for federal income tax purposes.
Sample 1Sample 2
AutoNDA by SimpleDocs
Organizational Formalities. Seller will strictly observe limited liability company formalities in its dealings with the Master Servicer, ENS, the applicable Originator or any Affiliates thereof, and funds or other assets of Seller will not be commingled with those of the Master Servicer, ENS, the applicable Originator or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. Seller shall not maintain joint bank accounts or other depository accounts to which the Master Servicer, ENS, the applicable Originator or any Affiliate thereof (other than the Master Servicer solely in its capacity as such) has independent access. Seller 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 Master Servicer, ENS, the applicable Originator or any Subsidiaries or other Affiliates thereof. Seller 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 Seller and such Affiliate.
Sample 1
Organizational Formalities. Borrower shall at all times (i) hold itself out to the public as a legal entity separate and distinct from any other entity; (ii) correct any known misunderstanding regarding its status as a separate entity; (iii) conduct business in its own name; (iv) not identify itself or any of its Affiliates as a division or part of the other, provided, however, that Borrower shall be permitted to hold itself out to the public as a common enterprise with its Affiliates; (v) maintain and utilize separate stationery, invoices and checks bearing its own name; (vi) maintain, adequate capital for its normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (vii) use commercially reasonable efforts to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person; (viii) not guarantee or become obligated for the debts of any Affiliate or hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any Affiliate; (ix) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; and (x) not commingle its funds or other assets with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name.
Sample 1
Organizational Formalities. Borrower shall, and shall cause each other Loan Party to, at all times (i) hold itself out to the public as a legal entity separate and distinct from any other entity;
Sample 1

Related to Organizational Formalities

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Organization; Powers Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Organization; Powers; Subsidiaries Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

  • Organization; Existence Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing under the laws of each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Credit Parties has the corporate power and authority to own or hold under lease the material properties it purports to own or hold under lease, to transact the material business it transacts and proposes to transact, to execute and deliver this Credit Agreement, the other Credit Documents and the Fee Letter and to perform the provisions hereof and thereof.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Due Formation The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.

  • Organization; Power Purchaser is a corporation duly and validly existing, for which all required annual reports have been filed with the Delaware Secretary of State and for which no Articles of Dissolution appear on the records of the Delaware Secretary of State, and Purchaser has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted.

  • Formation The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

Time is Money Join Law Insider Premium to draft better contracts faster.