Agreement by SPC Sample Clauses

Agreement by SPC. SPC hereby covenants and agrees as follows: (a) SPC shall observe all corporate and other legal formalities. Without limiting the foregoing, SPC shall maintain its bank and other investment accounts, payroll, books of account and records separate and distinct from those of Holding and Xxxxxx and other affiliates of Holding and Xxxxxx. SPC shall not commingle its funds or other assets with those of the Holding and Xxxxxx and other affiliates of Holding and Xxxxxx, and SPC's funds and other assets shall be separately identified and segregated from those of Holding and Xxxxxx and other affiliates of Holding and Xxxxxx. (b) SPC shall hold itself out to its creditors, governmental entities and the public as a legal entity separate and distinct from Holding and Xxxxxx and other affiliates of Holding and Xxxxxx, and SPC shall act solely in its own name, and shall not hold itself out as a "department," "division" or "part" of another entity. (c) SPC shall correct any known misunderstanding regarding its separate identity from Xxxxxx, Holding or other affiliates of Xxxxxx or Holding. (d) SPC shall not pay from its own funds obligations of any kind incurred by the Holding or Xxxxxx or other affiliates of Holding or Xxxxxx (e) SPC shall not guarantee or otherwise hold out its credit as being available to satisfy obligations of any kind of Xxxxxx or Holding or other affiliates of Xxxxxx or Holding (including jointly or otherwise as co-obligor). SPC shall not pledge, mortgage or make similar arrangements with respect to its assets for the benefit of Xxxxxx or Holding or other affiliates of Xxxxxx or Holding or make any loans or advances to Xxxxxx or Holding or other affiliates of Xxxxxx or Holding. SPC shall not acquire any indebtedness for borrowed money of Xxxxxx or Holding or other affiliates of Xxxxxx or Holding. (f) SPC shall allocate fairly and reasonably any overhead for shared office space, personnel or other expenses used by Xxxxxx or Holding or other affiliates of Xxxxxx or Holding, and Xxxxxx, Holding or any other affiliate will be obligated to reimburse SPC for such overhead. (g) SPC shall not use the stationery, invoices or checks of Xxxxxx or Holding or other affiliates of Xxxxxx or Holding. (h) SPC shall maintain complete minutes of all board of director and stock holder meetings held by SPC. (i) SPC shall independently make decisions with respect to the SPC's business and daily operations. (j) SPC shall pay from its own funds all obligations of any kind...
Sample 1
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Related to Agreement by SPC

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Entire Agreement; Amendment of this Agreement This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

  • Operative Documents On or before the Closing Date, each of the Operative Documents to be delivered at the Closing shall have been duly authorized, executed and delivered by the parties thereto in substantially the form attached as an Exhibit hereto, shall each be in full force and effect, and executed counterparts of each shall have been delivered to each of the parties hereto.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Authorization; Other Agreements The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; (d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

  • Complete Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.

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