Chief Executive Offices; Books and Records Sample Clauses

Chief Executive Offices; Books and Records. (i) The Guarantor shall keep accurate and complete books and records concerning the Collateral. (ii) The Guarantor represents and warrants that, as of the date hereof, its chief executive office is located at Three Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxx 00000. The Guarantor shall not move its chief executive office except to such new location as it may establish in accordance with paragraph (v) below. (iii) The Guarantor represents and warrants that it is incorporated in the State of Delaware, that its exact legal name is as set forth in the preamble to this Security Agreement and that its organizational or charter number is [0882372/2760890]. (iv) The only original books of account and records of the Guarantor relating to all Accounts of the Guarantor are, and shall continue to be, kept at its chief executive office. The location where such books of account and records are kept shall not be changed except in accordance with paragraph (v) below. (v) The Guarantor shall not establish any new location for its chief executive office or for the place where such books of account and records are kept until (A) it shall have given to the Lender written notice of its intention to do so, clearly describing each such new location and providing such other information in connection therewith as the Lender may reasonably request, and (B), with respect to each such new location, it shall have taken such action, satisfactory to the Lender (including without limitation all action required by Section 4 hereof) as may be necessary to maintain the security interest of the Lender in the Accounts granted hereunder at all times fully perfected and in full force and effect. (vi) The Guarantor will preserve its corporate existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets without the prior written consent of the Lender. (vii) The Guarantor shall not change its state of incorporation, its organizational or charter number or its legal name without thirty (30) days prior written consent of the Lender. (viii) The Guarantor shall not invoice an account debtor or maintain its records relating to any Account in any name other than its own proper corporate name.
AutoNDA by SimpleDocs
Chief Executive Offices; Books and Records. (i) Borrower will keep accurate and complete books and records concerning the Collateral. (ii) Borrower represents and warrants that its chief executive office is located at the address set forth below its signature hereto. The Borrower will not move its chief executive office except to such new locations as it may establish in accordance with paragraph (iv) below. (iii) The only original books of account and records of the Borrower relating to all accounts of the Borrower are, and will continue to be, kept at its chief executive office. The locations where such books of account and records are kept will not be changed except in accordance with paragraph (iv) below. (iv) Borrower shall not establish any new locations for its chief executive office or for the places where such books of account and records are kept until (A) it shall have given to the Lenders written notice of its intention so to do, clearly describing each such new location and providing such other information in connection therewith as the Lenders may reasonably request and (B), with respect to each such new location, it shall have taken such action, satisfactory to the Lenders (including without limitation all action required by section hereof) as may be necessary to maintain the security interest of the Lenders granted hereunder at all times fully perfected and in full force and effect. (v) Borrower shall not invoice an account debtor or maintain its records in any name other than its own proper corporate name.
Chief Executive Offices; Books and Records. (i) The Company shall keep accurate and complete books and records concerning the Collateral. (ii) The Company represents and warrants that its chief executive office is located at the address set forth in Section 10.1 hereof. The Company shall not move its chief executive office except to such new location as it may establish in accordance with paragraph (iv) below. (iii) The only original books of account and records of the Company relating to all Collateral of the Company are, and shall continue to be, kept at its chief executive office. The location where such books of account and records are kept shall not be changed except in accordance with paragraph (iv) below. (iv) The Company shall not establish any new location for its chief executive office or for the place where such books of account and records are kept until (A) it shall have given to the Lender written notice of its intention so to do, clearly describing each such new location and providing such other information in connection therewith as the Lender may reasonably request and (B), with respect to each such new location, it shall have taken such action, satisfactory to the Lender (including without limitation all action required by Section 4 hereof) as may be necessary to maintain the security interest of the Lender in the Collateral granted hereunder at all times fully perfected and in full force and effect.
Chief Executive Offices; Books and Records. (i) The Debtor shall keep accurate and complete books and records concerning the Collateral. (ii) The Debtor represents and warrants that, as of the date hereof, its chief executive office is located at 0000 Xxxxxxx Xxxxxx, Denver, Colorado 80203. The Debtor shall not move its chief executive office except to such new location as it may establish in accordance with paragraph (v) below. (iii) The Debtor represents and warrants that it is incorporated in the State of Delaware, that its exact legal name is as set forth in the preamble to this Security Agreement and that its organizational or charter number is 2761734. (iv) The only original books of account and records of the Debtor relating to all Accounts of the Debtor are, and shall continue to be, kept at its chief executive
Chief Executive Offices; Books and Records. Each of the Borrower's chief executive office, at which location its books and records are kept, and federal employer identification number is listed on Schedule 7.21 attached hereto.

Related to Chief Executive Offices; Books and Records

  • Offices and Records Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

  • 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.

  • Accounting, Books and Records The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal place of business: (i) a current list of the full name and last known address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Account and Units of each Member and Assignee; (ii) the full name and address of each Director; (iii) a copy of the Articles and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; (iv) copies of the Company’s federal, state and local income tax and information returns and reports, if any, for the six (6) most recent taxable years; (v) a copy of this Agreement and any and all amendments hereto, together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto have been executed; and (vi) copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years. The Company shall use the accrual method of accounting in the preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Consultant’s Books and Records Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

  • 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.

  • Keeping Books and Records The Borrower will maintain, and will cause each Subsidiary to maintain, proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

  • Books Records and Accounting The General Partner shall keep or cause to be kept at the registered office of the Partnership appropriate books and records with respect to the Partnership’s activities and affairs. Any books and records maintained by or on behalf of the Partnership in the regular course of its activities and undertakings, including the record of the Record Holders, books of account and records of Partnership proceedings, may be kept on information storage devices, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with IFRS-IASB. In accordance with Bermuda Law, the records of account and registers will be kept available for inspection by any Limited Partner or its duly authorized representatives during regular business hours at the registered office of the Partnership. Limited Partners shall not have access to any information of the Partnership contained in its books and records which the General Partner is required by legal or contractual restriction to keep confidential or which, in the opinion of the General Partner, acting reasonably, should be kept confidential in the interests of the Partnership or may be kept confidential as provided in this Agreement, and each Limited Partner hereby waives any right to greater access to the books and records of the Partnership than is permitted herein, to the greatest extent permitted by Law.

  • Name Change, Offices and Records In the event the Depositor makes any change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records the Depositor shall notify the Issuer and the Indenture Trustee thereof and (except with respect to a change of location of books and records) shall deliver to the Indenture Trustee not later than thirty (30) days after the effectiveness of such change (i) such financing statements (Forms UCC1 and UCC3) which the Indenture Trustee (acting at the direction of the Administrative Agent) may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Indenture Trustee shall so request, an opinion of outside counsel to the Depositor, in form and substance reasonably satisfactory to the Indenture Trustee, as to the perfection and priority of the Issuer’s security interest in the Aggregate Receivables in such event, (iii) such other documents and instruments that the Indenture Trustee on behalf of the Noteholders (acting at the direction of the Administrative Agent) may reasonably request in connection therewith and shall take all other steps to ensure that the Issuer continues to have a first priority, perfected security interest in the Aggregate Receivables and the related Transferred Assets.

  • Custodian's Books and Records The Custodian shall provide any assistance reasonably requested by a Fund in the preparation of reports to such Fund's shareholders and others, audits of accounts, and other ministerial matters of like nature. The Custodian shall maintain complete and accurate records with respect to securities and other assets held for the accounts of each Portfolio as required by the rules and regulations of the SEC applicable to investment companies registered under the 1940 Act, including: (a) journals or other records of original entry containing a detailed and itemized daily record of all receipts and deliveries of securities (including certificate and transaction identification numbers, if any), and all receipts and disbursements of cash; (b) ledgers or other records reflecting (i) securities in transfer, (ii) securities in physical possession, (iii) securities borrowed, loaned or collateralizing obligations of each Portfolio, (iv) monies borrowed and monies loaned (together with a record of the collateral therefor and substitutions of such collateral), (v) dividends and interest received, (vi) the amount of tax withheld by any person in respect of any collection made by the Custodian or any Subcustodian, and (vii) the amount of reclaims or refunds for foreign taxes paid; and (c) cancelled checks and bank records related thereto. The Custodian shall keep such other books and records of each Fund as such Fund shall reasonably request. All such books and records maintained by the Custodian shall be maintained in a form acceptable to the applicable Fund and in compliance with the rules and regulations of the SEC, including, but not limited to, books and records required to be maintained by Section 31(a) of the 1940 Act and the rules and regulations from time to time adopted thereunder. All books and records maintained by the Custodian pursuant to this Agreement shall at all times be the property of each applicable Fund and shall be available during normal business hours for inspection and use by such Fund and its agents, including, without limitation, its independent certified public accountants. Notwithstanding the preceding sentence, no Fund shall take any actions or cause the Custodian to take any actions which would cause, either directly or indirectly, the Custodian to violate any applicable laws, regulations or orders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!