Common use of Maintenance of Company Separateness Clause in Contracts

Maintenance of Company Separateness. Holdings and the Borrower will, and will cause each of their respective Subsidiaries to, satisfy in all material respects customary company formalities, including, as applicable, (i) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate company records and (iii) the maintenance of separate bank accounts in its own name, except in each case as could not reasonably be expected to cause the separate company existence thereof to be ignored or the assets and liabilities thereof to be substantively consolidated as set forth in the following sentence. Neither Holdings, the Borrower nor any of their respective Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the company existence of Holdings, the Borrower or any of their respective Subsidiaries being ignored, or in the assets and liabilities of Holdings, the Borrower or any of their respective Subsidiaries being substantively consolidated with one another or with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 3 contracts

Samples: Assignment and Assumption (Turning Point Brands, Inc.), Patent Security Agreement (Turning Point Brands, Inc.), Assignment and Assumption (Turning Point Brands, Inc.)

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Maintenance of Company Separateness. Holdings and the Each Borrower will, and will cause each of their its respective Subsidiaries to, satisfy in all material respects customary company formalities, including, as applicable, (ia) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (iib) the maintenance of separate company records and (iiic) the maintenance of separate bank accounts in its own name, except in each case as could not reasonably be expected to cause the separate company existence thereof to be ignored or the assets and liabilities thereof to be substantively consolidated as set forth in the following sentence. Neither Holdings, the Borrower Borrowers nor any of their respective Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the company existence of Holdings, the either Borrower or any of their its respective Subsidiaries being ignored, or in the assets and liabilities of Holdings, the either Borrower or any of their its respective Subsidiaries being substantively consolidated with one another or with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Turning Point Brands, Inc.)

Maintenance of Company Separateness. Holdings and the The Borrower will, and will cause each of their respective its Subsidiaries to, satisfy in all material respects customary company formalities, including, as applicable, (ia) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (iib) the maintenance of separate company records and (iiic) the maintenance of separate bank accounts in its own name, except in each case as could not reasonably be expected to cause the separate company existence thereof to be ignored or the assets and liabilities thereof to be substantively consolidated as set forth in the following sentence. Neither Holdings, the Borrower nor any of their respective its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the company existence of Holdings, the Borrower or any of their respective its Subsidiaries being ignored, or in the assets and liabilities of Holdings, the Borrower or any of their respective its Subsidiaries being substantively consolidated with one another or with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 2 contracts

Samples: Assignment and Assumption (Turning Point Brands, Inc.), Assignment and Assumption (Turning Point Brands, Inc.)

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Maintenance of Company Separateness. Holdings and the The Borrower will, and will cause each of their respective its Subsidiaries to, satisfy in all material respects customary company formalities, including, as applicable, (ia) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (iib) the maintenance of separate company records and (iiic) the maintenance of separate bank accounts in its own name, except in each case as could not reasonably be expected to cause the separate company existence thereof to be ignored or the assets and liabilities thereof to be substantively consolidated as set forth in the following sentence. Neither Holdings, the Borrower nor any of their respective its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the company existence of Holdings, the Borrower or any of their respective its Subsidiaries being ignored, or in the assets and liabilities of Holdings, the Borrower or any of their respective its Subsidiaries being substantively consolidated with one another or with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding. Section 6.20.

Appears in 1 contract

Samples: Debt Subordination Agreement

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