Certain Intercompany Matters Sample Clauses

Certain Intercompany Matters. The Borrower will not permit any of its Excluded Subsidiaries to (a) fail to satisfy customary formalities with respect to organization separateness, including (i) the maintenance of separate books and records and (ii) the maintenance of separate bank accounts in its own name, (b) fail to act solely in its own name and through its authorized officers and agents, (c) commingle any money or other assets of any Excluded Subsidiary with any money or other assets of the Borrower or any other Subsidiary of the Borrower, or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Excluded Subsidiaries being ignored under any circumstance.

Certain Intercompany Matters. 60 8.12 Limitation on Restrictions on Subsidiary Distributions.....................60 8.13 Limitation on Lines of Business............................................60 8.14

Certain Intercompany Matters. Except as contemplated by any of the Ancillary Agreements or otherwise Previously Disclosed, (a) all services provided by Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) to any of the Companies or the Transferred Subsidiaries, (b) all services provided to Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) by any of the Companies or the Transferred Subsidiaries and (c) all agreements between Seller or any of its Affiliates (other than the Companies or the Transferred Subsidiaries) on the one hand, and any of the Companies or the Transferred Subsidiaries, on the other hand, in each case shall be terminated as of immediately prior to the Closing without payment or incurrence of further liability or obligation (contingent or otherwise) thereunder.

Certain Intercompany Matters. The Issuer will not permit any of its Excluded Subsidiaries to (a) fail to satisfy customary formalities with respect to organization separateness, including (i) the maintenance of separate books and records and (ii) the maintenance of separate bank accounts in its own name, (b) fail to act solely in its own name and through its authorized officers and agents, (c) commingle any money or other assets of any Excluded Subsidiary with any money or other assets of the Issuer or any other Subsidiary of the Issuer, or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Excluded Subsidiaries being ignored under any circumstance.

Certain Intercompany Matters. 93 8.15 Preferred Stock Documents and New Preferred Stock...........93

Certain Intercompany Matters. Except as specifically contemplated by any of the Transaction Documents, or to the extent the Acquiror notifies the Transferor otherwise within sixty (60) days of the date hereof, or as set forth on Schedule 7.6(a) of the Transferor Parties Disclosure Schedule, (a) all services provided by the Transferor or any of its Affiliates (other than the Transferred Companies) to any of the Transferred Companies, (b) all services provided to the Transferor or any of its Affiliates (other than the Transferred Companies) by any of the Transferred Companies and (c) all agreements between the Transferor or any of its Affiliates (other than the Transferred Companies) on the one hand, and any of the Transferred Companies, on the other hand, in each case shall be terminated as of immediately prior to the Closing without payment or incurrence of further liability or obligation (contingent or otherwise) thereunder. At the Closing, the Acquiror shall, or shall cause a Subsidiary of the Acquiror to, assume, or otherwise cause to be terminated, the obligations of the Founder pursuant to the Contract set forth on Schedule 7.6(b) of the Transferor Parties Disclosure Schedule.

Certain Intercompany Matters. Section 2.1. Ancillary Separation Agreements...........................9 Section 2.2. Insurance Matters.........................................9 Section 2.3. Registration Rights......................................11 Section 2.4. No Amendment, Waiver or Termination of Merger Agreement................................................12 Section 2.5. Publicity................................................12

Certain Intercompany Matters. (a) In the case of the Borrower and the Subsidiaries, (i) fail to satisfy customary formalities with respect to organizational separateness, including, without limitation, the maintenance of separate books and records; (ii) fail to act solely in its own name and through its authorized officers and agents; (iii) in the case of any Subsidiary, make or agree to make any payment to a creditor of the Borrower; (iv) commingle any money or other assets of the Borrower with any money or other assets of the Borrower or any Subsidiary; or (v) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Borrower and the Subsidiaries being ignored under any circumstance. (b) In the case of the Borrower, (i) make any Investment in any Subsidiary other than in the form of a loan evidenced by an Intercompany Note pledged to the Administrative Agent pursuant to the Borrower's Pledge Agreement, except for the capitalization of new Subsidiaries in an amount not to exceed $10,000, in each case, (ii) permit any Person that is a Subsidiary to make any Investment in any direct or indirect Subsidiary of such Person other than in the form of a loan evidenced by an Intercompany Note pledged to the Administrative Agent pursuant to such Person's Pledge Agreement except for the capitalization of new Wholly Owned Subsidiaries of such Person in an amount not to exceed $10,000 in each case, and (iii) cause any Subsidiary to maintain bank accounts which are not separate and distinct from such accounts of the Borrower. (c) In the case of the Borrower, (i) create, acquire or suffer to exist any Subsidiary which is not a Wholly Owned Subsidiary, except Subsidiaries that are Controlled Foreign Corporations (as such term is used in the definition of "Restricted Subsidiaries" herein) or in connection with a Subject Acquisition, or (ii) permit any Wholly Owned Subsidiary to cease to be a Wholly Owned Subsidiary (other than in connection with (x) a transaction permitted by Section 8.4 or (y) a Disposition of all of the Capital Security of such Wholly Owned Subsidiary.

Certain Intercompany Matters. The Borrower will not, and will cause each of its Subsidiaries not to, (a) fail to satisfy customary formalities with respect to organizational separateness, including, without limitation, (i) the maintenance of separate books and records and (ii) with respect to Unrestricted Subsidiaries, the maintenance of separate bank accounts in its own name; (b) fail to act solely in its own name and through its authorized officers and agents; (c) commingle any money or other assets of any Unrestricted Subsidiary with any money or other assets of the Borrower or any of the Restricted Subsidiaries; or (d) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of the Borrower, each Unrestricted Subsidiary and the Restricted Subsidiaries being ignored under any circumstance.