Independent Existence Sample Clauses

Independent Existence. The Investor was not formed for the specific purpose of purchasing the Securities.
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Independent Existence. The joint and several liability of Borrowers for the Obligations does not impair their separate legal existence, and Borrowers warrant and represent that they do, and agree that they shall continue to, conduct their affairs so as to maintain their separate legal existence.
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Independent Existence. At all times during the period the Existing Credit Agreement shall have been in effect, the Borrower was in compliance in all material respects with the terms of Section 5.01(g), Section 5.01(h) and Section 5.01(i) of the Existing Credit Agreement.
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Independent Existence. The benefits payable under this Agreement are independent of, and in addition to, any other employment Agreement that may exist from time to time between the parties hereto, any other compensation payable by the Corporation to the Employee whether it is salary or bonus, or otherwise. This Agreement will not be deemed to constitute a contract of employment between the parties hereto, nor will any revision hereof restrict the right of the Corporation to discharge the Employee or restrict the right of the Employee to terminate his employment.
Sample 1
Independent Existence. (a) The Company shall maintain, and shall cause each of its Subsidiaries to maintain, books, records and accounts that are separate from the books, records and accounts of the General Partners or any of their respective Subsidiaries (other than the Company and its Subsidiaries) such that: (i) the revenues of the Company and its Subsidiaries will be credited to the accounts of the Company and its Subsidiaries only; (ii) all expenses incurred by the Company and its Subsidiaries shall be paid only from the accounts of the Company and its Subsidiaries (other than those paid by the Managing General Partner and allocated to the Company or its Subsidiaries in the manner set forth in subdivision (c) of this Section); (iii) only officers and employees of the Managing General Partner, the Company and its Subsidiaries in their capacity as such shall have the authority to make disbursements with respect to the accounts of the Company and its Subsidiaries, as the case may be; (iv) there shall occur no sharing of accounts or funds between the Company and its Subsidiaries, on the one hand, and either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries), on the other hand; and (v) all cash and funds of the Company and its Subsidiaries shall be managed separately from the cash and funds of either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries), and there shall not occur any commingling, including for investment purposes, of funds or assets of the Company and its Subsidiaries with the funds or assets of either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries). (b) All full-time employees, consultants and agents of the Company and its Subsidiaries shall be compensated directly from the bank accounts of the Managing General Partner, the Company and such Subsidiaries for services provided by such employees, consultants and agents and, to the extent any employee, consultant or agent is also an employee, consultant or agent of either General Partner or any of their respective Subsidiaries (other than the Company and its Subsidiaries), the compensation of such employee, consultant or agent shall be allocated in accordance with subdivision (c) of this Section among the Company and its Subsidiaries, on the one hand, and either General Partner and any of their respective Subsidiaries (other than the Company and its Subsidiaries), ...
Sample 1
Independent Existence. Notwithstanding anything in this Agreement, the Parties confirm that the Venture is intended to create a separate joint venture entity and its existence is independent of the Parties except as specifically agreed to herein. The term "Venture" is used to refer to the contractual relationship between the Parties.
Sample 1
Independent Existence. All customary formalities regarding the separate and independent existence of each of the Borrower and each Hotel Owner from any and all other Persons have been at all times since its respective formation and will hereafter continue to be observed.
Sample 1
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Independent Existence. The parties acknowledge and agree that this Agreement is not intended to and does not create a joint venture or partnership or any business entity or combination of any kind between the parties and that neither party has the right to contract on behalf of or to bind the other party by virtue of having entered into and performing their respective obligations under this Agreement. The parties further acknowledge and agree that this Agreement is not intended to create and does not create an employee/employer relationship between the Parties or between the Owner and Artist or between any person employed by the Artist in any capacity or between the Artist and any person employed by the Owner in any capacity. It is the intent of the Parties that the Artist is an independent contractor under this Agreement and not the Owner’s employee for any purposes. The Artist shall retain sole and absolute discretion in the judgment of the manner and means of carrying out the Artist’s activities and responsibilities. Each party shall be solely responsible for payment of all wages (including overtime pay), mandatory withholds and benefits to and/or on behalf of their respective employees and neither party shall assume or be deemed to have assumed any responsibility whatsoever for any wages or other compensation whatsoever that may be due or claimed to be due to any employee of the other party, including but not limited to any obligation arising under the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. .
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Related to Independent Existence

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Company Existence During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Legal Existence Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • 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.

  • Maintain Existence It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • Valid Existence Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

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