Books and Records; Limited Liability Sample Clauses

Books and Records; Limited Liability. The Escrow Agent agrees to maintain books and records for the respective Escrow Fund and to account separately for deposits therein, investments thereof, earnings thereon and losses (if any) with respect thereto. The Escrow Agent shall only act in accordance with the specific provisions set forth herein and shall not assume any implied duties or obligations hereunder. The County acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the County the right to receive brokerage confirmations of security transactions as they occur, the County specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the County periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Agent hereunder. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the County shall have deposited sufficient funds therefor with the Escrow Agent. The Escrow Agent may rely and shall be protected in acting upon the written or oral instructions of authorized representatives of the County or of their respective agents relating to any matter or action undertaken as Escrow Agent under this Agreement. The liability of the Escrow Agent for the payment of moneys as hereinabove set forth respecting the payment of the Prior Bonds shall be limited to the principal of and interest on the Escrowed Securities and other securities purchased hereunder. The Escrow Agent shall not be liable for any loss resulting from any investment, sale, transfer, prepayment, substitution or other disposition made pursuant to this Agreement in compliance with the provisions hereof or the sufficiency of the Escrowed Securities or any uninvested moneys held hereunder to accomplish the discharge of the Prior Bonds. The Escrow Agent shall not have any lien whatsoever upon any of the moneys deposited in accordance with Section 2.1 hereof for the payments of fees and expenses for services by it under this Agreement until after all payments required pursuant hereto in accordance herewith. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the County, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representations as to the suffi...
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Related to Books and Records; Limited Liability

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • Books and Records of Account The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Books and Records Accounting Tax Matters Describes general and administrative items and procedural aspects of handling certain of those items.

  • Preservation of Books and Records (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Books and Records (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

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