Maintenance of Corporate Identity. The Company will operate its businesses, and will cause its Subsidiaries to operate their respective businesses, and maintain their records, independently from any Person (a “Parent”) which, directly or indirectly, is in control (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of the Company and independently from any Subsidiary of such Parent other than the Company and its Subsidiaries; and the Company will maintain bank accounts separate from the bank accounts of each Parent of the Company and act solely in its own corporate name and through its own authorized officers and agents.
Maintenance of Corporate Identity. Operate its businesses, and will cause its Subsidiaries to operate their respective businesses, and maintain their records, independently from any Person that, directly or indirectly, is in control (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of any Company (a "Control Entity") and independently from any Subsidiary of such Company; and each Company will maintain bank accounts separate from the bank accounts of each Control Entity or Subsidiary of such Company and act solely in its own corporate name and through its own authorized officers and agents. Without limiting the generality of the foregoing, the Borrower shall also:
(A) maintain its own separate books and records and bank accounts and not permit any Affiliate independent access to such bank accounts;
(B) at all times hold itself out to the public and all other Persons as a legal entity separate from Pegasus Communications Corporation, the Parent, any other Company and any other Person;
(C) have a Board of Directors separate from (but which may include members in common with) that of Pegasus Communications Corporation, the Parent, any other Company and any other Person;
(D) file its own tax returns, if any, as may be required under applicable law, to the extent that it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;
(E) not commingle its assets with assets of any other Person and hold all of its assets in its own name;
(F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;
(G) maintain separate financial statements;
(H) pay its own liabilities and expenses only out of its own funds;
(I) allocate fairly and reasonably any overhead for shared office space;
(J) use separate invoices and checks;
(K) correct any known misunderstanding regarding its separate identity;
(L) maintain adequate capital in light of its contemplated business purposes, transactions and liabilities;
(M) cause its Board of Directors to act pursuant to written consent and keep minutes of such actions and observe all other general corporation formalities; and
(N) cause the officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently with, and in furtherance of, the foregoing and in the best interests...
Maintenance of Corporate Identity. Each Borrower and Parent Company will, and Parent Company will cause each Company to, maintain separate corporate records, books and accounts. Each Borrower and Parent Company will, and Parent Company will cause each Company to, observe the formal legal, financial and accounting requirements necessary for the maintenance of each Company as a separate legal entity, including the keeping of corporate records indicating that, to the extent required by Law or its charter documents, transactions are reviewed and authorized by its Board of Directors and stockholders. All monies and funds advanced and to be advanced to or on behalf of any Company by its Affiliates (other than capital contributions and other equity infusions, in each case, that are of a "common stock" nature, by shareholders or Affiliates of such Company into such Company), pursuant to a loan or otherwise, will be evidenced by valid, binding and enforceable written obligations to repay such monies and funds, the repayment of which shall be subordinated to the full and final payment of the Obligations, on terms and conditions satisfactory to the Banks.
Maintenance of Corporate Identity. Borrower will maintain separate corporate records, books and accounts. Borrower will observe the formal legal, financial and accounting requirements necessary for the maintenance of Borrower as a separate legal entity, including the keeping of corporate records indicating that, to the extent required by Law or its charter documents, transactions are reviewed and authorized by its Board of Directors and stockholders. All monies and funds advanced and to be advanced to or on behalf of Borrower by its Affiliates (other than capital contributions and other equity infusions, in each case, that are of a "common stock" nature, by shareholders or Affiliates of Borrower into Borrower), pursuant to a loan or otherwise, will be evidenced by valid, binding and enforceable written obligations to repay such monies and funds, the repayment of which shall be subordinated to the full and final payment of the Obligations, on terms and conditions satisfactory to the Banks.
Maintenance of Corporate Identity. Toy Biz will operate its businesses and those of its Subsidiaries, and maintain their records, independently from any Person (a "Parent") which, directly or indirectly, is in control (as defined in Rule 12b-2 under the Exchange Act) of Toy Biz and independently from any Subsidiary of such Parent other than Toy Biz and its Subsidiaries; and Toy Biz will maintain bank accounts separate from the bank accounts of each Parent of Toy Biz and act solely in its own corporate name and through its own authorized officers and agents.
Maintenance of Corporate Identity. Borrower and Parent Company will, and Parent Company will cause each Company to, maintain separate corporate records, books and accounts. Borrower and Parent Company will, and Parent Company will cause each Company to, observe the formal legal, financial and accounting requirements necessary for the maintenance of each Company as a separate legal entity, including the keeping of corporate records indicating that, to the extent required by Law or its charter documents, transactions are reviewed and authorized by its Board of Directors and stockholders.
Maintenance of Corporate Identity. Borrower will (i) maintain separate corporate records, books and accounts, and (ii) observe the formal legal, financial and accounting requirements necessary for the maintenance of it as a separate legal entity, including, but not limited to, the keeping of corporate records, indicating that transactions are reviewed and authorized by its Board of Directors and shareholders, as appropriate.
Maintenance of Corporate Identity. The Borrower will and will cause each Company to, maintain separate corporate records, books and accounts. The Borrower will and will cause each Company to, observe the formal legal, financial and accounting requirements necessary for the maintenance of each Company as a separate legal entity, including the keeping of corporate records indicating that, to the extent required by Law or its charter documents, transactions are reviewed and authorized by its Board of Directors and stockholders. All monies and funds advanced and to be advanced to or on behalf of any Company by its Affiliates (other than capital contributions and other equity infusions, in each case, that are of a "common stock"nature, by shareholders or Affiliates of such Company into such Company), pursuant to a loan or otherwise, will be evidenced by valid, binding and enforceable written obligations to repay such monies and funds, the repayment of which shall be subordinated to the full and final payment of the Obligations, on terms and conditions satisfactory to the Bank.
Maintenance of Corporate Identity. Upon request by Agent, Borrower will, and will cause each Company to, maintain separate corporate records, books and accounts. Borrower will, and will cause each Company to, observe the formal legal, financial and accounting requirements necessary for the maintenance of each Company as a separate legal entity, including the keeping of corporate records indicating that, to the extent required by Law or its charter documents, transactions are reviewed and authorized by its Board of Directors and stockholders.
